10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
COMMISSION FILE NUMBER: 000-51160

MOBIQUITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

new york	11-3427886
(State of jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
35 Torrington Lane, SHOREHAM, NY	11786
(Address of principal executive offices	(Zip Code)

(516) 246-9422

(Registrant's telephone number)

____________________________________________

(Former name, address and fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ☒
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

The number of shares outstanding of the registrant’s common stock, as of November 8, 2021, was 3,685,689. 

Explanatory Note

On September 9, 2020, the Company effected a one-for-400 reverse stock split. All share and per share amounts set forth herein give retroactive effect to such stock split unless the context indicates otherwise. 

1

MOBIQUITY TECHNOLOGIES, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3. Quantitative and Qualitative Disclosures		44
Item 4. Controls and Procedures		44
PART II. OTHER INFORMATION		45
Item 1. Legal Proceedings		45
Item la. Risk Factors		45
Item 2. Changes in Securities		45
Item 3. Defaults Upon Senior Securities		46
Item 4. Mine Safety Disclosures		46
Item 5. Other Information		46
Item 6. Exhibits and Reports on Form 8-K		46
SIGNATURES		49

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Mobiquity Technology, Inc.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2021			2020
Assets
Current Assets
Cash	$	735,505		$	602,182
Accounts receivable, net		685,496			1,698,719
Prepaid expenses and other current assets		11,700			46,396
Total Current Assets		1,432,701			2,347,297
Property and equipment (net of accumulated depreciation of $18,190 and $12,635, respectively)		15,873			21,428
Goodwill		1,352,865			1,352,865
Intangible assets (net of accumulated amortization of $4,706,473 and $3,355,922, respectively)		4,297,203			5,647,754
Other assets
Security deposits		–			9,000
Investment in corporate stock		–			91
Total Assets	$	7,098,642		$	9,378,435
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	1,573,862		$	2,055,175
Accrued expenses		1,364,992			1,085,292
Notes payable		2,411,523			901,283
Total Current Liabilities		5,350,377			4,041,750
Long term portion convertible notes, net		2,700,000			2,450,000
Total Liabilities		8,050,377			6,491,750
Stockholders' Deficit
AAA Preferred stock; 4,930,000 and 5,000,000 authorized; $0.0001 par value 56,413 and 56,413 shares issued and outstanding at September 30, 2021 and December 31, 2020		868,869			868,869
Preferred stock Series C; $.0001 par value; 1,500 shares authorized 0 and 1,500 shares issued and outstanding at September 30, 2021 and December 31, 2020		–			15,000
Preferred stock Series E; 70,000 authorized; $80 stated value 61,688 and 61,688 shares issued and outstanding at September 30, 2021 and December 31, 2020		4,935,040			4,935,040
Common stock: 100,000,000 authorized; $0.0001 par value 3,670,086 and 2,803,685 shares issued and outstanding at September 30, 2021 and December 31, 2020		372			282
Treasury stock at $36 per share 37,500 and 37,500 shares outstanding at September 30, 2021 and December 31, 2020		(1,350,000	)		(1,350,000	)
Additional paid in capital		189,498,056			184,586,420
Accumulated deficit		(194,904,072	)		(186,168,926	)
Total Stockholders' Equity		(951,735	)		2,886,685
Total Liabilities and Stockholders' Equity	$	7,098,642		$	9,378,435

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

3

Mobiquity Technology, Inc.

Condensed Consolidated Statements of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenue	$	572,745		$	1,429,696		$	1,797,052		$	3,032,064
Cost of Revenues		690,702			952,779			2,439,501			2,612,690
Gross Profit		(117,957	)		476,917			(642,449	)		419,374
Operating Expenses
Selling, general and administrative		1,229,047			1,527,229			3,158,098			4,676,920
Salaries		1,130,040			496,564			1,731,912			2,005,216
Stock based compensation		717,168			54,589			1,289,899			1,331,459
Total Operating Expenses		3,076,255			2,078,382			6,179,909			8,013,595
Loss from operations		(3,194,212	)		(1,601,465	)		(6,822,358	)		(7,594,221	)
Other Income (Expenses)
Interest Income		18			–			18			–
Interest Expense		(203,436	)		(201,047	)		(606,613	)		(532,475	)
Original issue discount		(605,880	)		–			(715,880	)		–
Warrant expense		–			662,758			–			63,864
Loss on sale of company stock		(436,405	)		(2,821,393	)		(856,155	)		(2,914,558	)
Total Other Income (Expense)		(1,245,703	)		(2,359,682	)		(2,178,630	)		(3,383,169	)
Loss from continuing operations	$	(4,439,915	)	$	(3,961,147	)	$	(9,000,988	)	$	(10,977,390	)
Other Comprehensive Income (loss)
Loan Forgiveness - SBA		–			–			265,842			–
Unrealized holding gain (loss) arising during period	$	–			(23	)		–			(3,033	)
Total other Comprehensive Income (loss)	$	–		$	(23	)	$	265,842		$	(3,033	)
Net Comprehensive Loss	$	(4,439,915	)	$	(3,961,170	)	$	(8,735,146	)	$	(10,980,423	)
Net Comprehensive Loss Per Common Share:
For continued operations, basic and diluted		(1.39	)		(1.43	)		(2.89	)		(3.99	)
Weighted Average Common Shares Outstanding, basic and diluted		3,201,073			2,761,183			3,027,406			2,753,446

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

4

Mobiquity Technology, Inc.

Condensed Consolidated Statement of Stockholders' Equity (Unaudited)

Mezzanine

Series E Preferred Stock

Series C Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Common Stock

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance, at January 1, 2021

56,413

$

868,869

61,688

$

4,935,040

1,500

$

15,000

2,803,685

$

282

Common stock issued for services

–

–

–

–

–

–

10,000

–

Common stock issued for cash

–

–

–

–

–

–

91,502

10

Stock based compensation

–

–

–

–

–

–

–

–

Net Loss

–

–

–

–

–

–

–

–

Balance, at March 31, 2021

56,413

$

868,869

61,688

$

4,935,040

1,500

$

15,000

2,905,187

$

292

Common stock issued for services

–

–

–

–

–

–

5,000

–

Common stock issued for cash

–

–

–

–

–

–

58,334

6

Stock based compensation

–

–

–

–

–

–

–

–

Notes converted to common stock

–

–

–

–

–

–

92,761

9

Original issue discount shares

–

–

–

–

–

–

39,500

5

Net Loss

–

–

–

–

–

–

–

–

Balance, at June 30, 2021

56,413

$

868,869

61,688

$

4,935,040

1,500

$

15,000

3,100,782

$

312

Common stock issued for services

–

–

–

–

–

–

7,500

–

Common stock issued for cash

–

–

–

–

–

–

–

–

Note conversions

–

–

–

–

–

–

130,904

13

Original issue discount shares

–

–

–

–

–

–

55,900

9

Conversion Series C preferred stock

–

–

–

–

(1,500

)

$

(15,000

)

375,000

38

Stock based compensation

–

–

–

–

–

–

–

–

Net Loss

–

–

–

–

–

–

–

–

Balance, at September 30, 2021

56,413

$

868,869

61,688

$

4,935,040

–

$

–

3,670,086

$

372

Mezzanine

Series E Preferred Stock

Series C Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Common Stock

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Balance, at January 1, 2020

46,413

$

714,869

65,625

$

5,250,000

1,500

$

15,000

2,335,792

$

234

Common stock issued for services

–

–

–

–

–

–

14,500

2

Common stock issued for note conversion

–

–

–

–

–

–

1,919

–

Preferred stock series E

–

–

(3,937

)

(314,960

)

–

–

9,843

1

Warrant conversions

–

–

–

–

–

–

18,443

–

Net Loss

–

–

–

–

–

–

–

–

Balance, at March 31, 2020

46,413

$

714,869

61,688

$

4,935,040

1,500

$

15,000

2,380,497

$

237

Common stock issued for services

–

–

–

–

–

–

(750

)

–

Preferred stock series E

10,000

154,000

–

–

–

–

–

–

Warrant conversions

–

–

–

–

–

–

44,082

3

Stock based compensation

–

–

–

–

–

–

–

–

Warrants issued

–

–

–

–

–

–

–

–

Net Loss

–

–

–

–

–

–

–

–

Balance, at June 30, 2020

56,413

$

868,869

61,688

$

4,935,040

1,500

$

15,000

2,423,829

$

240

Common stock issued for services

–

–

–

–

–

–

11,875

1

Common stock purchased

–

–

–

–

–

–

310,784

36

Warrant conversions

–

–

–

–

–

–

14,695

1

Stock based compensation

–

–

–

–

–

–

–

–

Net Loss

–

–

–

–

–

–

–

–

Balance, at September 30, 2020

56,413

$

868,869

61,688

$

4,935,040

1,500

$

15,000

2,761,183

$

278

5

Mobiquity Technology, Inc.

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Continued)

	Additional										Total
	Paid-in		Treasury Shares					Accumulated			Stockholders'
	Capital		Shares		Amount			Deficit			Deficit
Balance, at January 1, 2021	$	184,586,420		37,500	$	(1,350,000	)	$	(186,168,926	)	$	2,886,685
Common stock issued for services		81,825		–		–			–			81,825
Common stock issued for cash		548,980		–		–			–			548,990
Stock based compensation		16,839		–		–			–			16,839
Net Loss		–		–		–			(2,229,776	)		(2,229,776	)
Balance, at March 31, 2021	$	185,234,064		37,500	$	(1,350,000	)	$	(188,398,702	)	$	1,304,563
Common stock issued for services		37,975		–		–			–			37,975
Common stock issued for cash		349,994		–		–			–			350,000
Stock based compensation		555,892		–		–			–			555,892
Notes converted to common stock		671,593		–		–			–			671,602
Original issue discount shares		268,145		–		–			–			268,150
Net Loss		–		–		–			(2,593,623	)		(2,593,623	)
Balance, at June 30, 2021	$	187,117,663		37,500	$	(1,350,000	)	$	(190,992,325	)	$	594,559
Common stock issued for services		53,500		–		–			–			53,500
Common stock issued for cash		–		–		–			–			–
Note conversions		1,138,891		–		–			–			1,138,904
Original issue discount shares		455,872		–		–			–			455,881
Conversion Series C preferred stock		14,962		–		–			–			–
Stock based compensation		717,168		–		–			–			717,168
Net Loss		–		–		–			(3,911,747	)		(3,911,747	)
Balance, at September 30, 2021	$	189,498,056		37,500	$	(1,350,000	)	$	(194,904,072	)	$	(951,735	)

	Additional											Total
	Paid-in			Treasury Shares					Accumulated			Stockholders'
	Capital			Shares		Amount			Deficit			Deficit
Balance, at January 1, 2020	$	177,427,524			37,500		(1,350,000	)	$	(171,136,522	)	$	10,921,105
Common stock issued for services		384,000			–		–			–			384,002
Common stock issued for note conversion		30,694			–		–			–			30,694
Preferred stock series E		314,959			–		–			–			–
Warrant conversions		403,267			–		–			–			403,267
Net Loss		–			–		–			(2,435,793	)		(2,435,793	)
Balance, at March 31, 2020	$	178,560,444			37,500		(1,350,000	)	$	(173,572,315	)	$	9,303,275
Common stock issued for services		(9,000	)		–		–			–			(9,000	)
Preferred stock series E		(154,000	)		–		–			–			–
Warrant conversions		352,652					–			–			352,655
Stock based compensation		1,276,870			–		–			–			1,276,870
Warrants issued		598,894			–		–			–			598,894
Net Loss		–			–		–			(4,583,460	)		(4,583,460	)
Balance, at June 30, 2020	$	180,625,860			37,500	$	(1,350,000	)	$	(178,155,775	)	$	6,939,234
Common stock issued for services		94,998			–		–			–			94,999
Common stock purchased		3,338,049			–		–			–			3,338,085
Warrant conversions		117,550			–		–			–			117,551
Stock based compensation		54,589			–		–			–			54,589
Net Loss		–			–		–			(3,961,170	)		(3,961,170	)
Balance, at September 30, 2020	$	184,231,046			37,500	$	(1,350,000	)	$	(182,116,945	)	$	6,583,288

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

6

Mobiquity Technology, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended
	September 30,
	2021			2020
Cash Flows from Operating Activities:
Net loss	$	(8,735,146	)	$	(10,980,423	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		5,555			4,421
Amortization- Intangible Assets		1,350,551			1,950,552
Allowance for uncollectible receivables		–			306,000
Common stock issued for services		173,300			470,000
Warrant expense		–			1,472,368
Stock based compensation		1,289,899			1,331,459
Changes in operating assets and liabilities
Accounts receivable		1,013,223			1,512,216
Prepaid expenses and other assets		43,696			(14,000	)
Accounts payable		(474,650	)		(629,419	)
Accrued expenses and other current liabilities		(28,882	)		(95,310	)
Accrued interest		301,919			181,513
Total Adjustments		3,674,611			6,489,800
Net Cash in Operating activities		(5,060,535	)		(4,490,623	)
Cash Flows from Investing Activities
Common stock issued for cash, net		898,990			3,338,084
Purchase of property and equipment		–			(6,599	)
Original Issue Discount shares		724,031			–
Note conversion to common stock		1,810,506			30,695
Net cash used in Investing Activities		3,433,527			3,362,180
Cash Flows from Financing Activities
Proceeds from the issuance of notes, net		2,643,000			915,842
SBA loan forgiveness		(265,842	)		–
Cash paid on bank notes		(616,918	)		(490,739	)
Net cash used in Financing Activities		1,760,240			425,103
Net change in Cash and Cash Equivalents		133,232			(703,340	)
Cash and Cash Equivalents, Beginning of period		602,182			1,240,064
Unrealized holding change on securities		91			3,033
Cash and Cash Equivalents, end of period	$	735,505		$	539,757
Supplemental Disclosure Information
Cash paid for interest	$	303,643		$	340,951
Cash paid for taxes	$	2,005		$	14,869
Non-cash investing and financing activities:
Common stock issued for conversion of convertible notes		856,155			–
Original issue discounts		715,880			–

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements 

7

MOBIQUITY TECHNOLOGIES, INC.

Notes to the unaudited condensed consolidated financial statements
September 30, 2021

(Unaudited)

NOTE 1: ORGANIZATION AND GOING CONCERN

We operate our business through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc. Our corporate structure is as follows:

Subsidiaries

Advangelists, LLC

Advangelists LLC operates our ATOS platform business.

We originally acquired a 48% membership interest and Glen Eagles Acquisition LP acquired a 52% membership interest in Advangelists in a merger transaction in December 2018 for consideration valued at $20 Million. At the time Glen Eagles was a shareholder of the Company, owning 412,500 shares of our common stock. The Company became, and remains, the sole manager of Advangelists following the merger with sole management power. In consideration for the merger:

· Mobiquity issued warrants for 269,384 shares of common stock at an exercise price of $56 per share to the pre-merger Advangelists’ members, and, in February 2019, upon the attainment of the vesting threshold of Advangelists’ combined revenues for the months of December 2018 and January 2019 being at least $250,000, the Company transferred 9,209,722 shares of Gopher Protocol, Inc. common stock to the pre-merger Advangelists members. The Mobiquity warrants were valued at a total of $3,844,444, and the Gopher shares of common stock were valued at a total of $6,155,556.

· Glen Eagles paid the pre-merger Advangelists members $10 million. $500,000 was paid at closing in cash (which the Company advanced on behalf of Glen Eagles without any agreement regarding repayment of the advance), and $9,500,000 was paid by Glen Eagles’ promissory note to Deepankar Katyal, as representative of pre-merger Advangelists members, payable in 19 monthly installments of $500,000 each.

The Company acquired 3% of the Advangelists’ membership interests from Glen Eagles in April 2019 in satisfaction of the Company’s $500,000 closing payment advance to Glen Eagles, resulting in Mobiquity owning 51% and Glen Eagles owning 49% of Advangelists.

8

In May 2019 the Company acquired the remaining 49% of Advangelists’ membership interests from Glen Eagles, becoming the 100% owner of Advangelists, in a transaction involving the Company, Glen Eagles, and Gopher Protocol, Inc. In that transaction, Gopher acquired the 49% Advangelists membership interest from Glen Eagles and assumed Glen Eagles’ promissory note to Deepankar Katyal, as representative of the pre-merger Advangelists owners, which had a remaining balance of $7,512,500, in satisfaction of indebtedness owed by Glen Eagles to Gopher. Concurrently with that transaction, the Company acquired the 49% of Advangelists membership interest from Gopher and assumed the promissory note in consideration. Additionally, warrants for 300,000 shares of Company common stock which are issuable upon the conversion of Mobiquity Class AAA preferred stock owned by Gopher were amended to provide for a cashless exercise. In September 2019, the assumed note, which then had a principal balance of $6,780,000, was amended and restated to provide that:

· $5,250,000 of the principal was payable in 65,625 shares of the Company’s Class E Preferred Stock, which is convertible into 164,062.50 shares the Company’s common stock, plus warrants to purchase 82,031.25 Company shares of common stock, at an exercise price of $48 per share: and

· $1,530,000 of the principal balance, plus all accrued and unpaid interest under the promissory note was payable in three monthly installments of $510,000 each.

The promissory note was paid in full in November 2019.

Mobiquity Networks, Inc.

We have established Mobiquity Networks, Inc and have operated it since January 2011. Mobiquity Networks started and developed as a mobile advertising technology company focused on driving foot-traffic throughout its indoor network and has evolved and grown into a next generation data intelligence company. Mobiquity Networks operates our data intelligence platform business.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. We have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common stock. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $194,904,072 and $186,168,926. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. We may continue to incur operating and net losses in future periods. These losses may increase, and we may never achieve profitability for a variety of reasons, including increased competition, decreased growth in the unified advertising industry and other factors described elsewhere in this “Risk Factors” section. If we cannot achieve sustained profitability, our stockholders may lose all or a portion of their investment in our company.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The recently acquired Advangelists LLC has also incurred losses and experienced negative cash flows from operations during the most recent fiscal year. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional capital through private and public offerings of its common stock, and the attainment of profitable operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

9

Reverse Stock Split

In September 2020, the Company filed a Certificate of Amendment the Articles of Incorporation with the Secretary of State of the state of New York to implement a 1 for 400 reverse stock- split of its common stock effective September 9, 2020. The reverse stock split did not cause an adjustment to the par value of common stock. As a result of the reverse stock split, the Company adjusted the share amounts under its employee incentive plans, outstanding options and common stock warrant agreements, treasury shares and preferred shares.

Impacts of COVID-19 to Business and the general economy

The Company’s financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic. Since March 2020, COVID -19 has caused a material and substantial adverse impact on our general economy and our business operations. It has caused there to be a substantial decrease in our sales, cancellations of purchase orders and has resulted in accounts receivables not being timely paid as anticipated. Further, it has caused us to have concerns about our ability to meet our obligations as they become due and payable. In this respect, our business is directly dependent upon and correlates closely to the marketing levels and ongoing business activities of our existing clients. If material adverse developments in domestic and global economic and market conditions adversely affect our clients’ businesses, such as COVID-19, our business and results of operations could (and in the case of COVID-19) equally suffer. Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. COVID-19 future widespread economic slowdowns in any of these markets, particularly in the United States, may negatively affect the businesses, purchasing decisions and spending of our clients and prospective clients, and payment of accounts receivable due us, which could result in reductions in our existing business as well as our new business development and difficulties in meeting our cash obligations as they become due. In the event of continued widespread economic downturn caused by COVID-19, we will likely continue to experience a reduction in projects, longer sales and collection cycles, deferral or delay of purchase commitments for our data products, processing functionality, software systems and services, and increased price competition, all of which could substantially adversely affect revenue and our ability to remain a going concern. In the event we remain a going concern, the impacts of the global emergence of Coronavirus disease (COVID-19) on our business, sources of revenues and then general economy, are currently not fully known. We are conducting business as usual with some modifications to employee work locations, and cancellation of certain marketing events, among other modifications. We lost a purchase order more than one million dollars with major US sports organization. We have observed other companies taking precautionary and preemptive actions to address COVID-19 and companies may take further actions that alter their normal business operations. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, although we do anticipate it to continue to negatively impact our financial results during fiscal years 2021 and 2022. 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2020. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

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NATURE OF OPERATIONS – Mobiquity Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiaries; Mobiquity Networks, Inc. (“Mobiquity Networks”) and Advangelists, LLC (Advangelists). Mobiquity Networks has evolved and grown from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis, utilizing multiple geo-location technologies. Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to, Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. Advangelists is a developer of advertising and marketing technology focused on the creation, automation, and maintenance of an advertising technology operating system (or ATOS). Advangelists’ ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising campaigns.

The ATOS platform:

· creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and

· gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.

Advangelists’ marketplace engages with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other. Our goal is to create a standardized and transparent medium.

Advangelists' technology is proprietary and has all been developed internally. We own all of our technology.

Risks Related to Our Financial Results and Financing Plans

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

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Related Parties

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We consider the following individuals / companies to be related parties:

Dean Julia - Principal Executive Officer President and Director

Sean McDonnell - Chief Financial Officer

Sean Trepeta - Board Member

Dr. Gene Salkind – Chairman of the Board of Directors

PRINCIPLES OF CONSOLIDATION – The accompanying condensed consolidated financial statements include the accounts of Mobiquity Technologies, Inc., formerly known as Ace Marketing& Promotions, Inc., and its wholly owned subsidiary, Mobiquity Networks, Inc. and its wholly- owned subsidiary, Advangelists, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

The Condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and nine months ended September 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of September 30, 2021, results of operations for the three months and nine months ended September 30, 2021, and 2020 and cash flows for the nine months ended September 30, 2021, and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed consolidated financial statements.

ESTIMATES – The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS – The Company considers all highly liquid debt instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

CONCENTRATION OF CREDIT RISK – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents.

Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables at September 30, 2021 consist of 55% held by six of our largest customers. Our current receivables at December 31, 2020 consist of 58% held by six of our largest customers.

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The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits. As of September 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $472,082, and $114,986, respectively.

REVENUE RECOGNITION – On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018.

In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied.

Reported revenue was not affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606.

ALLOWANCE FOR DOUBTFUL ACCOUNTS – Management must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of September 30, 2021 and December 31, 2020, allowance for doubtful accounts were $386,600, and $386,600, respectively.

PROPERTY AND EQUIPMENT – Property and equipment are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating income.

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LONG LIVED ASSETS – In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company recognized an impairment loss of $4,000,000 for the period ended December 31, 2020.

Transactions with major customers

During the nine months ended September 30, 2021, four customers accounted for approximately 36% of revenues and for the nine months ended September 30, 2020, four customers accounted for 48% our revenues. During the year ended December 31, 2020, five customers accounted for approximately 42% of revenues.

ADVERTISING COSTS – Advertising costs are expensed as incurred. For the nine months ended September 30, 2021 and for the year ended December 31, 2020, there were advertising costs of $159 and $1,400 respectively.

ACCOUNTING FOR STOCK BASED COMPENSATION – Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 7 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion.

BENEFICIAL CONVERSION FEATURES – Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received.

INCOME TAXES – Deferred income taxes are recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets, if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We adopted the lease standard ACS 842 effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of September 30, 2021, we are not a lessor or lessee under any lease arrangements.

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We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations.

NET LOSS PER SHARE

Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 1,230,669 because they are anti-dilutive, as a result of a net loss for the quarter ended and nine months ended September 30, 2021.

NOTE 3: ACQUISITION OF ADVANGELISTS, LLC

In December 2018, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) and Mobiquity Technologies, Inc. purchased of all the issued and outstanding capital stock and membership interest of Advangelists LLC. The Company closed and completed the acquisition on December 6, 2018.

The purchase price paid includes the assumption of certain assets, liabilities and contracts associated with Advangelists, LLC, at closing the sellers received $500,000 cash, warrants and stock and the issuance of a nineteen- month promissory note in aggregate principal amount of $9,500,000.

The following table summarizes the allocation of the purchase price as of the acquisition date: 

Purchase Price 

$9,500,000 Promissory note	$	9,500,000
Cash		500,000
Mobiquity Technologies, Inc. warrants		3,844,444
Gopher Protocol Inc. common stock		6,155,556
Total amount transferred	$	20,000,000

On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, which the Company acquired from GEAL 3% of the membership interest of Advangelists, LLC for $600,000 in cash. Giving the Company a 51% interest.

On May 8, 2019, the Company entered into a Membership Purchase Agreement with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, LLC which it contemporaneously purchased from GEAL. The purchase price was paid by the issuance of a $7,512,500 promissory note. As a result of the transaction, the Company owns 100% of Advangelists LLC.

15

On September 13, 2019, the Company repurchased fifteen million shares of common stock for the aggregate by exchanging 110,000 shares of GTCH common stock held for investment purposes.

On September 13, 2019, Dr. Gene Salkind, is a related party who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible promissory notes (the “Note”) and loaned to the Company an aggregate of $2,300,000 (the “Loans”) on a secured basis.

The Notes bear interest at a fixed rate of 15% per annum, computed based on a 360-day year of twelve 30-day months and will be payable monthly in arrears. Interest on the Notes is payable in cash, or, at the Lenders’ option, in shares of the Company’s common stock. The principal amount due under the Notes will be payable on September 30, 2029, unless earlier converted pursuant to the terms of the Notes.

Subject to the Company obtaining prior approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon the following events on the following terms:

· At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $32.00 per post-split share (the “Conversion Price”).

· at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400.00 per post-split share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price.

The Notes contain customary events of default, which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes.

In connection with the subscription of the Notes, the Company issued to each Lender a warrant to purchase 400 post-split shares of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $48.00 per post-split share (the “Lender Warrants”).

On September 13, 2019, Advangelists, LLC, a wholly owned subsidiary of the Company (“AVNG”), entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, who is a related party and the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment:

· Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 post-split shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Katyal Amendment, and of which 12,500 vests on the one-year anniversary of the Katyal Amendment.

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In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.

In May 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of the AVNG Note, the AVNG Note was amended and restated as disclosed in the May 8-K (the “First Amended AVNG Note”). Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and restated as follows:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 shares the Company’s post-split common stock, and (ii) common stock purchase warrants to purchase 82,032 shares of the Company’s post-split common stock, at an exercise price of $48.00 per share (the “AVNG Warrant”).

· $1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15^th day of each month thereafter until paid in full.

The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note.

In May of 2020, Deepankar Katyal resigned from the board to spend more time necessary to run the day-to-day operations of Advangelists, LLC focusing on technology and revenue growth.

Merger

Mobiquity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) (which at the time owned 412,000 post-split shares of common stock of Mobiquity, equivalent to approximately 29.6% of the outstanding shares), AVNG Acquisition Sub, LLC (“Merger Sub”) and Advangelists, LLC (“Advangelists”) on November 20, 2018 which provided for Merger Sub to merge into Advangelists, with Advangelists as the surviving company following the merger.

On December 6, 2018, Mobiquity and the other parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended the Merger Agreement as follows:

· The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 225,000 post-split shares to 269,385 post-split shares, and the exercise price of the warrants was changed from $36.00 per share to $56.00 per share; and

· The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.

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Under the Merger Agreement and the Amendment, in consideration for the Merger:

· Mobiquity issued warrants for 269,384 post-split shares of Mobiquity common stock at an exercise price of $56.00 per share and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.

· GEAL paid the pre-merger Advangelists members $10 million in cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly installments of $500,000 each, commencing on January 6, 2019.

The transactions contemplated by the Merger Agreement were consummated on December 7, 2018, upon the filing of a Certificate of Merger by Advangelists. As a result of the merger, Mobiquity owned 48% and GEAL owned 52% of Advangelists; and Mobiquity is the sole manager of, and controls, Advangelists at that time.

As a result of Mobiquity having 100% control over Advangelists as of December 31, 2018, ASC 810-10-05-3 states “that for LLCs with managing and non-managing members, a managing member is the functional equivalent of a general partner, and a non-managing member is the functional equivalent of a limited partner. In this case, a reporting entity with an interest in an LLC (which is not a VIE) would likely apply the consolidation model for limited partnerships if the managing member has the right to make the significant operating and financial decisions of the LLC.” In this case Mobiquity has the right to make the significant operating and financial decisions of Advangelists resulting in consolidation of Advangelists. 

On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, pursuant to which the Company acquired from GEAL 3% of the membership interests of Advangelists, for cash in the amount of $600,000 (the “Purchase Price”). The Purchase Price was paid by the Company to GEAL on May 3, 2019. As a result of the Transaction, the Company then owned 51% of the membership interests of Advangelists, with GEAL owning 49% of the membership interests of Advangelists.

On May 10, 2019, the Company entered into a Membership Purchase Agreement effective as of May 8, 2019, with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, which it contemporaneously purchased from GEAL. As a result of this transaction, the Company owns 100% of Advangelists’ Membership Interests.

The acquisition of the 49% of Advangelists membership interests was accomplished in a transaction involving Mobiquity, Glen Eagles Acquisition LP, and Gopher Protocol, Inc.

Recognized amount of identifiable assets acquired, liabilities assumed, and consideration expensed:  

Financial assets:
Cash and cash equivalents	$	216,799
Accounts receivable, net		2,679,698
Property and equipment, net		20,335
Intangible assets (a)		10,000,000
Accounts payable and accrued liabilities		(2,871,673	)
Purchase price expensed		9,954,841
Total amount identifiable assets and liabilities	$	20,000,000

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The ATOS platform:

· creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and

· gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.

The Company tests goodwill for impairment at least annually on December 31^st and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgement is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results.

Our goodwill balance is not amortized to expense, instead it is tested for impairment at least annually. We perform our annual goodwill impairment analysis at the end of the fourth quarter. If events or indicators of impairment occur between annual impairment analyses, we perform an impairment analysis of goodwill at that date. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In testing for a potential impairment of goodwill, we: (1) verify there are no changes to our reporting units with goodwill balances; (2) allocate goodwill to our various reporting units to which the acquired goodwill relates; (3) determine the carrying value, or book value, of our reporting units, as some of the assets and liabilities related to each reporting unit are held by a corporate function; (4) estimate the fair value of each reporting unit using a discounted cash flow model; (5) reconcile the fair value of our reporting units in total to our market capitalization adjusted for a subjectively estimated control premium and other identifiable factors; (6) compare the fair value of each reporting unit to its carrying value; and (7) if the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business to calculate the implied fair value of the reporting unit’s goodwill and recognize an impairment charge if the implied fair value of the reporting unit’s goodwill is less than the carrying value. There were no impairment charges during the year ended December 31, 2019, for the year ended December 31, 2020, there was a $4,000,000 impairment.

Intangible Assets

At each balance sheet date herein, definite-lived intangible assets primarily consist of customer relationships which are being amortized over their estimated useful lives of five years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they will be removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.  

	Useful Lives	September 30, 2021			December 31, 2020
Customer relationships	5 years	$	3,003,676		$	3,003,676
ATOS Platform	5 years		6,000,000			6,000,000
			9,003,676			9,003,676
Less accumulated amortization			(4,706,473	)		(3,355,922	)
Net carrying value		$	4,297,203		$	5,647,754

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Future amortization, for the years ending December 31, is as follows:  

2021	$	450,185
2022	$	1,800,736
2023	$	1,800,736
2024	$	245,546
Thereafter	$	–

NOTE 4: NOTES PAYABLE AND DERIVATIVE LIABILITIES

Summary of Notes payable: 

	September 30, 2021		December 31, 2020
Mob-Fox US LLC (b)	$	–	$	30,000
Dr. Salkind, et al		2,700,000		2,550,000
Small Business Administration (a)		150,000		415,842
Subscription Agreements (d)		768,000		–
Blue Lake Partners LLC Talos Victory Fund LLC (e)		1,125,000		–
Business Capital Providers (c)		368,523		355,441
Total Debt		5,111,523		3,351,283
Current portion of debt		2,411,523		901,283
Long-term portion of debt	$	2,700,000	$	2,450,000

(a)	In May of 2020, the Companies applied and received Small Business Administration Cares Act loans due to the COVID-19 Pandemic. Each loan carries a five-year term, carrying a one percent interest rate. The loans turn into grants if the funds are use the for the SBA accepted purposes. The window to use the funds for the SBA specific purposes is a twenty-four-week period. If the funds are used for the allotted expenses the loans turn into grants with each loan being forgiven. The Company also received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, carrying a three-point seven five percent interest rate. During second quarter 2021 the Company applied for and received forgiveness for $265,842.
(b)	In October of 2020, the Company entered into an agreement with a vendor to accept $65,000 in full settlement of our payable due. A down payment of $15,000 at the signing of the agreement and five payments of $10,000 each, the loan was paid in full.
(c)	On February 20, 2020, the Company entered into a fourth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days, loan paid in full. On June 12, 2020, the Company entered into a fifth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days, loan paid in full. On August 11, 2020, the Company entered into a sixth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for a term of 132 business days. On November 25, 2020, the Company entered into a seventh merchant agreement with Business Capital Providers, Inc. in the amount of $310,000 payable daily at $2,700.00, per payment for the term of 155 business days, loan paid in full. On February 19, 2021, the Company entered into an eight-merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days. On April 29, 2021, the Company entered into a ninth-merchant agreement with Business Capital Providers, Inc. in the amount of $300,000 payable daily at $2,700.00, per payment for the term of 150 business days. On July 28, 2021, the Company entered into a tenth-merchant agreement with Business Capital Providers, Inc. in the amount of $300,000 payable daily at $2,531.25, per payment for the term of 160 business days.

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(d)	On April 14, 2021, through September 7, 2021, the Company entered into twenty-nine subscription convertible note agreements totaling $1,943,000, twelve of the notes included original issue discounts totaling $74,500. During the nine months in 2021, sixteen of the notes totaling $1,149,500 were converted to common stock, one note of $100,000 was paid in full.
(e)	On September 20, 2021, the Company entered into two security purchase agreements with maturity date of September 20, 2022, at a 10% interest rate.

On September 13, 2019, Dr. Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind subscribed for 15% Senior Secured Convertible Promissory Notes and loaned the Company an aggregate of $2,300,000. These notes were amended and restated on December 31, 2019, by Amended and Restated 15% Senior Secured Convertible Promissory Notes which deferred interest payments from the date of the original notes to December 31, 2020 and added an aggregate interim payment of $250,000 payable on December 31, 2020 that covered the deferred interest payments. These notes were again amended and restated on April 1, 2021, by the Second Amended and Restated 15% Senior Secured Convertible Promissory Notes which reflected an additional principal amount of $150,000 loaned by Dr. Salkind, and also amended the interim payment date to December 31, 2021, and the conversion price from $32 to $4 per share. The notes are secured by the assets of the Company and its subsidiaries. The total amount loaned under the notes, as amended and restated, including the principal amount and the interim payment amount is $2,700,000.

The notes, as amended and restated, bear annual interest at 15% which is payable monthly in cash or, at the Salkind lenders’ option, in shares of the Company’s common stock. The principal amount under the Notes is due on September 30, 2029, and the interim payment is payable on December 31, 2021, unless, in either case, earlier converted into shares of our common stock under the terms of the notes, as described below.

The outstanding principal plus any accrued and unpaid interest, and the interim payment under the notes, are convertible into shares of Company common stock at a conversion price of $4 per share at any time, until the notes are fully converted, on the following terms:

· The Salkind lenders may convert the notes at any time.

· The Company may convert the notes at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400 per share.

The notes contain customary events of default, which, if uncured, entitle the holders to accelerate payment of the principal and all accrued and unpaid interest under their notes.

In connection with the subscription of the notes, the Company issued to each Salkind lender a warrant to purchase one share of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $48 per share. The warrant exercise price was amended to 4 per share.

In the second quarter of 2020, we halted required interest payments under the September 2019 and June 30, 2021, Notes to Dr. Salkind and his affiliate due to economic hardships stemming from a downturn in our business and the related decline of our revenue resulting from the COVID 19 pandemic.

On May 16, 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of the AVNG Note, the AVNG Note was amended and restated (the “First Amended AVNG Note”). Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and restated as follows:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,031 post-split shares of the Company’s common stock, at an exercise price of $48.00 per share (the “AVNG Warrant”).

· $1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019, and on the 15^th day of each month thereafter until paid in full.

21

The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note.

NOTE 5: INCOME TAXES

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for 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.

The Company conducts business, and files federal and state income, franchise or net worth, tax returns in the United States, in various states within the United States. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year statutes of limitations for income tax assessment vary from state to state. Tax authorities of the U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years.

NOTE 6: DEBT AND RECEIVABLES PURCHASE FINANCING

Debt and Receivables Purchase Financing

We have the following debt financing in place:

Dr. Gene Salkind, who is our Chairman of the Board and one of our directors, and his affiliate provided us an aggregate of $2,700,000 in convertible debt financing for convertible promissory notes and common stock purchase warrants.

Business Capital Providers, Inc. purchased certain future receivables from the Company at a 26% discount under the following agreements on the following terms:

· Pursuant to a Merchant Agreement dated July 28, 2021, Business Capital Providers purchased $405,000 of future receivables for a purchase price of $300,000. Under the agreement, the Company agrees to have all receivables collected be deposited into a bank account from which the purchased receivables are remitted to Business Capital Providers daily, at the daily percentage of 9% of the daily banking deposits, or daily amounts of $2,531.25, for the term of 160 days. The Company is responsible for ensuring there are sufficient funds in the account to cover the daily payments. Under the agreement, the Company paid an origination fee of 5% of the purchase price. In the event of a default under the agreement, Business Capital Providers may institute an action to enforce its rights, including recovery of its costs of enforcement. Events of default under the agreement include, among others: the Company’s breach of any provision or representation under the agreement; failure to give 24 hours’ notice there will be insufficient funds to cover a daily remittance; the Company offers for sale or sells a substantial portion of its assets or its business; the Company uses other depository accounts, or closes or changes its depository account from which daily remittances are made; a material change in the Company’s operations; loss of a key employee, customer or supplier of the Company; any change in stock float, voting rights or issuance of voting shares; the Company’s failure to renew a real property lease; any Company default under another agreement with Business Capital Providers; or any form of bankruptcy filing or declaration by or for the Company. The Agreement further provides that in the event of a default, lieu of personal guarantees by any Company principals, or if otherwise mutually agreed, Business Capital Providers may convert any portion of amounts payable to it into shares of common stock of the Company at a price equal to 85% of the lowest volume weighted average price for each of the five trading days preceding the conversion date; provided that Business Capital Providers will not convert into shares that will result in it owning more than 4.99% of the Company’s then outstanding shares of common stock.

22

· Pursuant to a Merchant Agreement dated April 29, 2021, purchased $405,000 of future receivables for a purchase price of $300,000 on terms which are substantially the same as the July 28, 2021, Merchant Agreement, except that the daily percentage is 13% and the daily payment is $2,700 per day for a term of 150 business days.

· The Company previously entered into separate Merchant Agreements with Business Capital Providers on eight occasions prior to the April 29, 2021, Merchant Agreement, starting in June 2019, for an aggregate of $1,060,000 in financing, at varying purchase amounts, daily percentages, and daily payments, all of which were satisfied in full.

· Nineteen private investors, who were unaffiliated shareholders of the Company and accredited investors as provided under Regulation D Rule 501 promulgated under the Securities Act of 1933, provided us convertible debt financing during the period May 2021 through September 2021 pursuant to subscription agreements as described below. (Certain of these investors provided us multiple investments in one or more of these convertible debt structures.):

· Nine of the lender-investors provided us an aggregate of $668,000 in convertible debt financing on the following terms:

The lender-investors were issued shares of Company common stock valued at $6 per share equal to 5% of their investments as original issue discount.

The debt maturity date is October 31, 2021. If the Company receives debt of equity financing of $200,000 or more, the debt is payable within two business days after the Company receives those funds. The maturity dates of six of these investors’ convertible debt was extended to December 31, 2021.

The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

· Three of the lender-investors provided us an aggregate of $200,000 in convertible debt financing on the following terms:

The lender-investors were issued shares of Company common stock valued at $6 per share equal to 6,000 per $100,000 of principal loan, or on a pro-rata basis is less than $100,000 is loaned (effectively 6% of the amount loaned) as original issue discount.

The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

These investors converted all of this convertible debt into a total of 40,000 shares of common stock.

· Eleven of the lender-investors provided us an aggregate of $819,500 in convertible debt financing on the following terms:

The investment amounts included 10% original issue discount. Accordingly, the total net principal proceeds of this debt that we received was $745,000. The maturity date is June 30, 2022.

The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $4 per share if it is not repaid, or converted by the investor, prior to then. All of these investors converted a total of $819,500 of this convertible debt into a total of 156,761 shares of common stock.

· Four of the lender-investors provided us $130,000 in convertible debt financing on the following terms:

Interest at the annual rate of 10%, debt maturity date is June 30, 2022. The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $4 per share if it is not repaid, or converted by the investor, prior to then. One of these investors converted a total of $30,000 of this convertible debt into a total of 5,904 shares of common stock.

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In May of 2020, the Company received Small Business Administration Cares Act loan of $265,842 due to the COVID-19 pandemic. This loan carried a five-year term, with interests at the annual rate of 1%. During second fiscal quarter of 2021 the Cares Act loan was forgiven in full under the SBA Cares Act loan rules.

In June 2020, the Company received a $150,000 Economic Injury Disaster Loan from the SBA which carries a 30-year term, payable in monthly installments of principal plus interest at the annual rate of 3.75%. This loan is secured by all the assets of the Company. The loan proceeds were used for working capital to alleviate economic injury cause by disaster in January 2020 and after that as required by the loan agreement.

In September 2021, the Company entered into securities purchase agreements 2021, with two accredited investors, Talos Victory Fund, LLC, and Blue Lake Partners LLC, pursuant to which the Company issued 10% promissory notes with a maturity date of September 20, 2022, in the aggregate principal amount of $1,125,000. In addition, the Company issued warrants to purchase an aggregate of 56,250 shares of its common stock to these holders. Spartan Capital Securities LLC and Revere Securities LLC acted as placement agents on this transaction. The promissory notes include the following terms:

· Interest at the annual rate of 10%.

· The notes carry original issue discount of $112,500 in the aggregate. Accordingly, the total net principal of this debt was $1,012,500.

· The Company is required to make interim payments to the holders in the aggregate amount of $225,000, on or before March 18, 2022, towards the repayment of the balance of the notes. The Company may prepay the principal sum under the notes then outstanding plus accrued and unpaid interest in full at any time without any prepayment premium; however, the Company is required to pay a minimum amount of the first 12 months of interest under the notes.

· The holders may convert the notes and exercise the warrants into the Company’s common stock (subject to contractual beneficial ownership limitations of 4.99%). The holders have the right to convert the notes at any time into shares of common stock at a conversion price of $5.00 per share; provided, however, if the Company consummates a so-called up-listing offering to a national exchange within 180 days after the closing date, then the Note conversion price shall adjust to equal 70% of the price per share of common stock in that offering. The warrants may also be exercised at any time from date of issuance over a period of five years at the exercise price then in effect. The initial warrant exercise price shall equal $10.00 per share; provided however, if the Company consummates the up-listing offering within the 180-day period noted above, then the exercise price shall adjust to equal 130% of the price per share in that offering. The warrants contain cashless exercise provisions. Both the notes and the warrants contain customary anti-dilution provisions which could cause an adjustment to the conversion price of the notes and the exercise price of the warrants.

· The notes provide that so long as the Company has any obligations under the Notes, the Company will not, among other things:

o Incur or guarantee any indebtedness which is senior or equal to the notes.

o Redeem or repurchase any shares of stock, warrants, rights or options without the holders’ consent.

o Sell, lease or otherwise dispose of a significant portion of its assets without the holders’ consent.

· The notes contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the notes or securities purchase agreements.

· In an event of default under the notes, which has not been cured within any applicable cure period, if any, the notes shall become immediately due and payable and the Company shall pay to the holders an amount equal to the principal sum then outstanding plus accrued interest, multiplied by 125%. Additionally, upon the occurrence of an event of default, additional interest will accrue from the date of the event of default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

On the closing date of this financing, the holders delivered the net amount of $910,000 of the purchase price to the Company in exchange for the notes (which was net of the original issue discount and other fees, and expenses relate to this financing).

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NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT)

Shares Issued for Services

During the nine months ended September 30, 2020, the Company issued 25,625 post-split shares of common stock, at $8.00 to $40.00 per share for $470,000 in exchange for services rendered. During the nine months ended September 30, 2021, the Company issued 22,500 shares of common stock, at $6.65 to $9.73 per share for $173,300 in exchange for services rendered.

Shares issued for interest:

During the nine months ended September 30, 2020, and September 30, 2021, the Company did not issue any shares for interest.

Shares issued for upon conversion of warrants, notes and/or preferred stock:

In the nine months ended September 30, 2020, one holder of our Series E Preferred Stock converted 3,937 shares to 9,843 post-split shares of our common stock and 4,921 warrants at an exercise price of $48.00 per share with an expiration date of January 8, 2025. During the nine months ended September 30, 2021, the single holder of our Series C Preferred Stock converted 1,500 shares to 375,000 shares of our common stock and 375,000 warrants at an exercise price of $48.00 with an expiration date of September 30, 2023.

During the nine months ended September 30, 2020, 77,220, post-split, warrants were converted to common stock, at $8.00 to $28.00 per share. No warrants were converted during the nine months ended September 30, 2021.

During the nine months ended September 30, 2020, one note holder converted $30,695 of their note into 1,919 post-split common shares at a conversion rate of $16 per post-split share and cash payment of $5,000. During the nine months ended September 30, 2021, sixteen of the lender-investors provided us an aggregate of $1,154,500 in convertible debt financing converted their debt into a total of 223,665 shares of common stock at a conversion price at $4.81 to $7.25 per share.

On September 30,2021, a director and principal stockholder converted 1500 shares of Series C Preferred Stock into 375,000 common shares and 375,000 warrants exercisable at $48.00 per share through September 2023.

Stock and Loan Transactions for Cash

On April 8, 2021, the Company sold 16,667 shares of its restricted common stock at $6.00 per share to one investor.

On April 14, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 2,500 restricted shares of common stock as a loan origination fee.

On April 16, 2021, the Company sold 41,667 shares of restricted common stock at $6.00 per share to one investor.

On April 21, 2021, the $100,000 loan from April 14, 2021, was retired out of the proceeds and sale by the Company of 41,667 shares of its common stock at $6.00 per share.

On April 30, 2021, the Company issued a two-month loan to an investor in exchange for $100,000. The principal of the note together with an origination fee and accrued interest thereon totaling $105,000 and 10,000 shares of restricted common stock is due on June 30, 2021.

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On May 10, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $105,000 note which includes a $5,000 loan origination fee. On September 13, 2021, this Note was exchanged for a short term $110,000 note which includes $10,000 loan origination fee. On September 30, 2021, this loan was converted into 19,744 shares of common stock.

On May 17, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 6,000 restricted common stock as a loan origination fee.

On May 18, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 5,000 restricted common stock as a loan origination fee.

On May 19, 2021, the Company received a short-term $50,000 loan from one investor. The Company issued a $50,000 note and 3,000 restricted common stock as a loan origination fee.

On May 24, 2021, the Company received a short-term $50,000 loan from one investor. The Company issued a $50,000 note and 3,000 restricted common stock as a loan origination fee.

On June 9, 2021, the Company received short-term $400,000 loans from three investors. The Company issued $420,000 notes including $20,000 loan origination fee and 10,000 restricted common stock as a loan origination fees.

On June 18, 2021, the Company received short-term $120,000 loans from two investors. The Company issued $132,000 notes including $12,000 loan origination fees.

On July 8, 2021, the Company received short-term $80,000 loans from two investors. The Company issued $85,000 notes including $5,000 loan origination fee and a 10% rate on one of the notes.

On July 14, 2021, the Company received short-term $75,000 loans from two investors. The Company issued $82,500 notes including $7,500 loan origination fees.

On July 15, 2021, the Company received short-term $150,000 loans from two investors. The Company issued $155,000 notes including $5,000 loan origination fee and 5,000 restricted common stock as a loan origination fee.

On July 29, 2021, the Company received a short term note of $300,000 payable at $2,531.25 for 160 payments.

On August 11, 2021, the Company received short-term $25,000 loan from one investor. The Company issued 1,250 restricted common stock as a loan origination fee.

On August 12, 2021, the Company received short-term $200,000 loans from two investors. The Company issued 10,000 restricted common stock as loan origination fees.

On August 16, 2021, the Company received short-term $50,000 loan form one investor. The note carries a 10% interest rate.

On August 25, 2021, the Company received short-term $43,000 loans from two investors. The Company issued 2,150 restricted common stock as loan origination fees.

On September 2, 2021, the Company received short-term $25,000 loan from one investor. The note carries a 10% interest rate.

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On September 7, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 10, 2021, the Company received short-term $25,000 loan from one investor. The note carries a 10% interest rate.

On September 15, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 16, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 30, 2021, Dr. Salkind, Chairman of the Board and principal stockholder, converted his 1500 shares of Series C Preferred Stock into 375,000 common shares and warrants to purchase 375,000 common shares exercisable at $48.00 per share through September 2023.

Consulting Agreements

On May 28, 2021, the Company entered into a consulting agreement with Sterling Asset Management to provide business advisory services. The company will provide assistance and recommendations to help build strategic partnerships, to provide the Company with advice regarding revenue opportunities, mergers and acquisitions. The six- month engagement commenced on May 28, 2021. The consultant receives 2,500 restricted common shares each month of the agreement and $75,000 cash payments. 

NOTE 8: OPTIONS AND WARRANTS

The Company’s results for the quarters ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $717,168 and $54,589, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.

The following table summarizes stock-based compensation expense for the quarters ended September 30, 2021, and 2020:  

	Quarters Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	298,105	$	54,589
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants		419,063		–
	$	717,168	$	54,589

The Company’s results for the nine months ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $1,289,899 and $1,930,353, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.

The following table summarizes stock-based compensation expense for the nine months ended September 30, 2021, and 2020:

	Nine Months Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	831,267	$	1,331,459
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants for retirement of debt		458,632		598,894
	$	1,289,899	$	1,930,353

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NOTE 9: STOCK OPTION PLANS

During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 5,000 post-split non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 10,000 post-split shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 10,0000 post-split shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 and shall be known as the 2009 Employee Benefit and Consulting Services Compensation Plan (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 25,000 post-split shares. In February 2015, the Board approved, subject to stockholder approval within one year, an increase in the number of shares under the 2009 Plan to 50,000 post-split shares; however, stockholder approval was not obtained within the requisite one year and the anticipated increase in the 2009 Plan was canceled. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 25,000 post-split shares (the “2016 Plan”) and approving moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019. the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 75,000 post-split shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 150,000 post-split shares. The 2019 Plan required stockholder approval by April 2, 2020 in order to be able to grant incentive stock options under the 2019 Plan. Stockholder approval of the 2019 Plan was not obtained. Accordingly, only non-statutory stock options can be issued under the 2019 Plan. The 2005, 2009, 2016, 2018 and 2019 plans are collectively referred to as the “Plans.”

All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 “Stock Compensation”, previously Revised SFAS No. 123 “Share-Based Payment” (“SFAS 123 (R)”). The fair values of these restricted stock awards are equal to the market value of the Company’s stock on the date of grant, after taking into certain discounts. The expected volatility is based upon historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. Previously, such assumptions were determined based on historical data. The weighted average assumptions made in calculating the fair values of options granted during the three months and nine months ended September 30, 2021, and September 30, 2020, are as follows:  

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		–		746.54%		89.11%		592.89%
Expected dividend yield		–		–		–		–
Risk-free interest rate		–		0.27%		1.16%		0.74%
Expected term (in years)		–		5.00		10.00		5.00

	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		302,846			45.85		4.65	$	–
Granted		25,000			60.00		9.01		–
Exercised		–			–		–		–
Cancelled & expired		(1,313	)		–		–		–
Outstanding, September 30, 2021		326,533			46.77		4.79	$	–
Options exercisable, September 30, 2021		305,556			46.10		4.72	$	–

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2021, and 2020 was $0 and $0, respectively.

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The aggregate intrinsic value of options outstanding and options exercisable at September 30, 2021 is calculated as the difference between the exercise price of the underlying options and the market price of the Company's common stock for the shares that had exercise prices, that were lower than the $7.25 closing price of the Company's common stock on September 30, 2021.

As of September 30, 2021, the fair value of unamortized compensation cost related to unvested stock option awards is $1,209,692.

The weighted average assumptions made in calculating the fair value of warrants granted during the three and nine months ended September 30, 2021, and 2020 are as follows:   

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		157.44%		–		157.44%		449.47%
Expected dividend yield		–		–		–		–
Risk-free interest rate		0.82%		–		0.82%		0.91%
Expected term (in years)		5.00		–		5.00		5.83

	Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		466,636	$	52.50		6.31	$	–
Granted		437,500	$	42.51		2.42	$	7,813
Exercised		–	$	–		–	$	–
Expired		–	$	–		–	$	–
Outstanding, September 30, 2021		904,136	$	47.68		4.04	$	–
Warrants exercisable, September 30, 2021		904,136	$	47.68		4.04	$	7,813

Note 10: EXECUTIVE COMPENSATION

Effect of Pandemic

As a result of our declining revenue, during the COVID-19 pandemic, our management team decided it was necessary to reduce overhead In April of 2020, due to the COVID-19 pandemic all employees’ salaries were reduced by 40% and we terminated one employee. In October of 2020, the employees pay reduction was reduced to a 20% reduction where it stands as of the date hereof. Several employees were laid-off or resigned, all travel and advertising were suspended, and office space rent was suspended, allowing the entire staff to work remotely.

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Employment Agreements of Executives

Dean Julia

Dean Julia is employed as the Company’s Chief Executive Officer under an employment agreement with an initial term of three years which commenced on April 2, 2019. The agreement will automatically renew for an additional two years, unless terminated 90 days before termination of the initial term. Mr. Julia’s annual base salary is $360,000. In addition to his base salary, Mr. Julia is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds 75% of management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Julia’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Julia also received a signing bonus of vested 10-year options to purchase 62,500 shares, exercisable at $60 per share. Additionally, he is also entitled to 10-year options to purchase an additional 12,500 shares of common stock, exercisable at $60 per share, annually on April 1^st of each year which commenced on April 1, 2020. Additionally, if the Company is acquired through a board of directors-approved change in control of at least 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of the Company’s assets, Mr. Julia shall be entitled to receive a payment in-kind equal to 3% of the consideration paid in connection with that transaction. He is also entitled to paid disability insurance and term life insurance at an annual cost of not more than $15,000. Additionally, he is also entitled to receive health, dental and 401(k) benefits as is made available by the Company for its other senior officers, as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Julia also has the use of a Company-leased or -owned automobile. Mr. Julia’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. The Company may terminate Mr. Julia’s employment for cause, and Mr. Julia may terminate his employment at any time on three-months’ notice. Also, the Company may terminate Mr. Julia’s employment agreement on Mr. Julia’s death or disability – disability being unable to perform his essential functions for four consecutive months due to physical, mental of emotional incapacity resulting from sickness, disease, or injury. In each of these termination cases, the Company is obligated only to pay Mr. Julia amounts that were due or accrued prior to termination, plus, other than in a for-cause-termination, any pro-rata quarterly bonus described above.

Paul Bauersfeld

Paul Bauersfeld is employed as the Company’s Chief Technology Officer under an at-will employment agreement which commenced on April 2, 2019. Mr. Bauersfeld’s monthly salary is $25,000. Mr. Bauersfeld is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Bauersfeld’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Bauersfeld also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020, and 30% of which vested on April 2, 2021. Mr. Bauersfeld is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Bauersfeld’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Bauersfeld’s employment agreement is at-will, the Company may terminate Mr. Bauersfeld’s employment for cause. In the event Mr. Bauersfeld’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Bauersfeld severance pay equal to three months of his salary.

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Sean Trepeta

Sean Trepeta is employed as President of our wholly owned subsidiary, Mobiquity Networks, Inc. under an at-will employment agreement which commenced on April 2, 2019. Mr. Trepeta’s monthly salary is $20,000. Mr. Trepeta is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock, or stock options, at Mr. Trepeta’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Trepeta also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020, and 30% of which vested on April 2, 2021. Mr. Trepeta is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Trepeta’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Trepeta’s employment agreement is at-will, the Company may terminate Mr. Trepeta’s employment for cause. In the event Mr. Trepeta’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Trepeta severance pay equal to three months of his salary.

Deepankar Katyal

Deepankar Katyal is employed as Chief Executive Officer of our wholly owned subsidiary, Advangelists, LLC under employment agreement with Advangelists with a term of three years which commenced on December 7, 2018. The agreement was amended on September 13, 2019. (See Note 12 below.) Mr. Katyal’s annual base salary is $400,000. Mr. Katyal’s employment agreement, as amended, also provides the following compensation:

· a bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue for each month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the agreement. Those revenue thresholds were not attained, and this bonus was not earned;

· commissions equal to 10% of the net revenues derived from all New Katyal Managed Accounts (as defined in the agreement – being accounts directly introduced by Mr. Katyal or assigned to Employee in writing by the Manager of the Company);

· options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vested on September 13, 2019, the date Mr. Katyal’s employment agreement was amended, and 12,500 vested on September 13, 2020: and

· one share of Company Series B Preferred Stock which was issued to Mr. Katyal. The Series B Preferred Stock, as a class, provided cash dividend rights, payable in cash, to the holders thereof in an aggregate amount equivalent to 10% of the annual gross revenue of Advangelists or the Company, whichever is higher, up to a maximum aggregate annual amount of $1,200,000, for each of its 2019 and 2020 fiscal years. As a holder of 50% of the Series B Preferred Stock, the maximum amount of annual dividends that Mr. Katyal would be entitled to $600,000. The Series B Preferred Stock rights, privileges, preferences, and restrictions was to terminate by its terms as of December 31, 2020; and, immediately upon declaration and payment of the dividend in respect of Mobiquity's 2020 fiscal year, Mobiquity was to withdraw such class from its authorized capital. The Series B Preferred Stock was subject to cancellation if Mr. Katyal terminated his employment without good reason or the Company terminated his employment for cause. Mr. Katyal did not receive any Series B Preferred Stock dividends and the Series B Preferred Stock was redeemed by the Company from Mr. Katyal in consideration for entering into the amendment of his employment agreement on September 13, 2019, and for no other consideration.

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During the term of the employment agreement, Mr. Katyal is entitled to a monthly allowance of up to $550 per month to cover lease or purchase finance costs of an automobile. Mr. Katyal’s employment agreement provides for indemnification by the Company to the fullest extent permitted by the Company’s certificate of incorporation and bylaws, as well as participation in all benefit plans, programs and perquisites as are generally provided by Advangelists to its employees, including medical, dental, life insurance, disability and 401(k) participation. Mr. Katyal’s employment agreement contains customary non-solicitation of Company customers or employees’ provisions during the term of the agreement and for one year after termination. The agreement provides for termination by Advangelists for cause upon 30 days’ prior written notice: and without cause after 60 days’ prior written notice. The employment agreement terminates automatically upon Mr. Katyal’s death, and it may also be terminated by Advangelists if Mr. Katyal is disabled for more than six consecutive months in any 12-month period—disability being the inability to substantially perform Mr. Katyal's duties and responsibilities by reason of mental or physical illness or injury. Mr. Katyal is entitled to terminate the agreement for “good reason”. If Mr. Katyal is terminated by Advangelists for cause, Advangelists is obligated only to pay Mr. Katyal amounts of base salary and expense reimbursements that were due or accrued prior to the termination date. If Mr. Katyal is terminated by Advangelists without cause, and provided Mr. Katyal is not in breach under the agreement, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his death, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his disability, provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal terminates his employment for good reason, and provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. Mr. Kaytal’s employment agreement provides for assignment of ownership rights regarding intellectual property created by Mr. Katyal relating to the Company’s business. 

Sean McDonnell

Sean McDonnell is employed as the Company’s Chief Executive Officer on a non-full-time basis as an employee at-will with no employment agreement. He has a monthly base salary of $11,000 and he is eligible to receive options and other bonuses at the discretion of the board.

NOTE 11: AGREEMENTS WITH KATYAL

Other Recent Developments with Deepankar Katyal

Deepankar Katyal’s employment agreement which commenced December 7, 2018, has a term of three years. Mr. Katyal is required to devote at least 40 hours per week pursuant to his responsibility as CEO of Advangelists. The agreement provides for full indemnification and participation in all benefit plans, programs and perquisites as are generally provided by the Company to its employees, including medical, dental, life insurance, disability and 401(k) participation. The agreement provides for termination for cause after giving employee 30 days’ prior written notice. The agreement provides for termination by the Company without cause after 60 days’ prior written notice with severance pay as described in his agreement. His employment agreement also provides for termination by disability for a period of more than six consecutive months in any 12-month period, termination by employee for good reason as defined in the agreement and restrictive covenants for a period of one year following the termination date.

Effective as of September 13, 2019, Mobiquity Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “GTECH SPA”) with GBT Technologies, Inc. (“GTECH”), pursuant to which the Company acquired from GTECH 15,000,000 shares of the Company’s common stock that was owned by GTECH (the “MOBQ Shares”). In consideration for the purchase of the MOBQ Shares from GTECH, the Company transferred to GTECH 110,000 shares of GTECH’s common stock that was owned by the Company.

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On September 13, 2019, Advangelists, LLC (“AVNG”), a wholly owned subsidiary of the Company, entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment:

· Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vests on the date of the Katyal Amendment, and of which 12,500 vest on the one-year anniversary of the Katyal Amendment.

In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.

On September 13, 2019, AVNG entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Lokesh Mehta, which amends Mr. Mehta’s original employment agreement (the “Original Mehta Agreement”), dated as of December 7, 2018. Pursuant to the Mehta Amendment, among other things, (i) the Company agreed to indemnify Mr. Mehta to the extent provided in the Company’s Certificate and By-laws and to include Mr. Mehta as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Mehta with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Mehta Agreement ceased. In addition, the Mehta Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Mehta, and entitles Mr. Mehta to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s Gross Revenue for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Mehta Amendment:

· Commissions equal to 5% of the Net Revenues (as defined in the Mehta Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Mehta Amendment, and of which 12,500 vest on the one-year anniversary of the Mehta Amendment.

In connection with the Mehta Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Mehta Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Mehta in exchange for an employment agreement and other good and valuable consideration including an automobile allowance.

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NOTE 12: LITIGATION

We are not a party to any pending material legal proceedings, except as follows:

Washington Prime Group, Inc. (“WPG”), a successor in interest to Simon Property Group, L.P., commenced an action in the Marion Superior Court, County of Marion, State of Indiana against the Company in February 2020 alleging default on 36 commercial leases which the Company had entered into in 36 separate shopping mall locations across the United States for the placement of Mobiquity’s Bluetooth messaging system equipment in the shopping malls to send advertisements through to shoppers’ phones as they walked through mall common areas. WPG alleged damages from unpaid rent of $892,332. WPG sought a judgment from the court to collect the claimed unpaid rent plus attorneys’ fees and other costs of collection. The Company disputed the claim. On September 18, 2020, the parties entered into a settlement agreement with respect to this lawsuit. Under the settlement agreement, Mobiquity paid WPG $100,000.00 in five $20,000 monthly installments ending in January 2021 and mutual general releases were exchanged.

In December 2019, Carter, Deluca & Farrell LP, a law firm, commenced an action in the Supreme Court of New York, County of Nassau, against the Company seeking $113,654 in past due legal fees allegedly owed. The Company disputed the amount owed to that firm. On March 13, 2021, the Company entered into a settlement agreement with the law firm and paid them $60,000 to settle the lawsuit.

In July 2020, Fyber Monetization, an Israeli company in the business of digital advertising, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in the Magistrate’s Court in Tel Aviv, Israel. In its statement of claim, Fyber alleged that Advangelists owes Fyber license fees of $584,945 invoiced in June through November 3, of 2019 under a February 1, 2017, license agreement for the use of Fyber’s RTB technology and e-commerce platform with connects digital advertising media buyers and media sellers. Advangelists has disputed the claims and is defending this lawsuit. Due to uncertainties inherent in litigation, we cannot predict the outcome on this action with any certainty. If we do not settle this action on terms favorable to us, or at all and Fyber is successful in its claim against Advangelists, the obligation to pay substantial monetary damages could have a material adverse effect on our financial condition and funds available to pursue our business plans. See “Risk Factors -- Our subsidiary Advangelists, LLC is party to litigation, the outcome of which could have a material adverse effect on us if it is not settled on terms favorable to us, or at all and the plaintiff is successful in its claims.”

In October 2020, FunCorp Limited, a Cypriot company which owns and operates social networking websites and mobile applications, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in Superior Court, State of Washington, County of King alleging Advangelists owed FunCorp for unpaid amounts due under an insertion order for placement of Advangelists’ advertisements on FunCorp’s iFunny website totaling $42,464 plus attorney’s fees. Advangelists disputed the claim. In September 2021 the action was settled in payment of $44,000 and the exchange of general releases, without Advangelists admitting any liability. The settlement agreement provides that the terms of the settlement agreement and FunCorp’s allegations are confidential and may not be disclosed except as required by law, court order or subpoena with certain limitations.

NOTE 13: COMMITMENTS

The following are outstanding commitments as of September 30, 2021:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,032 shares of the Company’s common stock, at an exercise price of $48.00 post-split per share (the “AVNG Warrant”). In February of 2020 one Class E Preferred Stock shareholder converted 3,937 shares were exchanged for 9,348, post-split shares of the Company’s Common Stock.

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NOTE 14: SUBSEQUENT EVENTS

On October 19,2021, the Company filed a Form S-1 Registration Statement (File no.333-260364) with the Securities and Exchange Commission for a public Offering to raise approximately $11 million dollars in an underwritten public offering. The next day the Company filed an application to list our common stock on the NASDAQ Capital Market under the symbol “MOBQ.” No assurances can be given that the public offering and up-listing will be successfully completed. In the event that the Offering is completed, the Company has allocated an estimated $1,793,000 to retire the loans of, Talos Victory Fund, LLC, Blue Lake Partners LLC and other unsecured short-term indebtedness.

In October 2021, the Company’s Board of Directors approved the 2021 Employment and Compensation Plan covering up to 1.1 million common shares. The plan must be approved by stockholders within one year in order to be able to grant incentive stock options under the Plan. The Board also approved the granting of ten-year options to purchase 635,000 common shares to officers, directors, employees and/or consultants at an exercise price equal to 110% of the public offering price of common shares expected to be sold in the public offering described in the preceding paragraph.

In the fourth quarter of 2021, Business Capital Providers assigned one of its Merchant Agreements and related debt described in note 6 above to non-affiliated third parties, which subsequently converted $89,100 in outstanding indebtedness into 13,103 common shares pursuant to their terms.

In the fourth quarter of 2021, the Company borrowed from a non-affiliated person $312,500 on a non-convertible three month loan with 20% original issue discount less fees of $30,000.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

The information contained in this Form 10-Q and documents incorporated herein by reference are intended to update the information contained in the Company's Form 10-K for its fiscal year ended December 31, 2020 which includes our audited financial statements for the year ended December 31, 2020 and such information presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and other information contained in such Form 10-K and other Company filings with the Securities and Exchange Commission ("SEC").

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, and actual results could be significantly different than those discussed in this Form 10-Q. Certain statements contained in Management's Discussion and Analysis, particularly in "Liquidity and Capital Resources," and elsewhere in this Form 10-Q are forward-looking statements. These statements discuss, among other things, expected growth, future revenues and future performance. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. The forward-looking statements are subject to risks and uncertainties including, without limitation, the following: (a) changes in levels of competition from current competitors and potential new competition, (b) possible loss of customers, and (c) the company's ability to attract and retain key personnel, (d) The Company's ability to manage other risks, uncertainties and factors inherent in the business and otherwise discussed in this 10-Q and in the Company's other filings with the SEC. The foregoing should not be construed as an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by us. All forward-looking statements included in this document are made as of the date hereof, based on information available to the Company on the date thereof, and the Company assumes no obligation to update any forward-looking statements.

Company Overview

Mobiquity Technologies, Inc. is a next-generation marketing and advertising technology and data intelligence company who operates through our proprietary software platforms in the programmatic advertising space.

Our product solutions are comprised of two proprietary software platforms:

· Our advertising technology operating system (or ATOS) platform; and

· Our data intelligence platform.

Our ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages digital advertising inventory and campaigns. Our data intelligence platform provides precise data and insights on consumer’s real-world behavior and trends for use in marketing and research.

We operate our business through two wholly owned subsidiaries. Advangelists LLC operates our ATOS platform business, and Mobiquity Networks, Inc. operates our data intelligence platform business.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

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Revenue Recognition –On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018.

In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied.

Reported revenue will not be affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606.

There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. The Company has evaluated its policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance.

Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contract.

The Company generates revenue from service contracts with certain customers. These contracts are accounted for under the proportional performance method. Under this method, revenue is recognized in proportion to the value provided to the customer for each project as of each reporting date. We recognize revenues in the period in which the data transmission is provided to the licensee.

Allowance for Doubtful Accounts. We are required to make judgments as to the realizability of our accounts receivable. We make these assessments based on the following factors: (a) historical experience, (b) customer concentrations, (c) customer credit worthiness, (d) current economic conditions, and (e) changes in customer payment terms.

Accounting for Stock Based Compensation.

Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations.

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Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist of customer relationships and non-compete agreements. Their useful lives range from 1.5 to 10 years. The Company’s indefinite-lived intangible assets consist of trade names.

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform impairment test prior to scheduled annual impairment tests.

The Company performed its annual fair value assessment at December 31, 2019, there were no impairment charges during the year. For the year ended December 31, 2020, there was a $4,000,000 impairment.

Plan of Operation

Mobiquity intends to hire several new sales and sales support individuals to help generate additional revenue through the use of the Advangelists platform. Mobiquity’s sales team will focus on Advertising Agencies, Brands, and publishers to help increase both supply and demand across the Advangelists platform. The Advangelists platform creates three revenue streams for Mobiquity. The first is licensing the Advangelists platform as a white-label product for use by Advertising Agencies, DSP’s, Publishers, and Brands. Under the White-Label scenario, the user licenses the technology and is responsible for running its own business operations and is billed a percentage of volume run through the platform. The second revenue stream is a managed services model, in which, the user is billed a higher percentage of revenue run through the platform, but all services are managed by the Mobiquity/Advangelists team. The third revenue model is a seat model, whereas the user is billed a percentage of revenue run through the platform and business operations are shared between the user and the Mobiquity/Advangelists team. The goal of the sales team is to inform potential users of the benefits in efficiency and effectiveness of utilizing the end-to-end, fully integrated ATOS created by Advangelists.

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Results of Operations

Quarter Ended September 30, 2021, versus Quarter Ended September 30, 2020

The following table sets forth certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.

	Quarter Ended
	September 30, 2021			September 30, 2020
Revenue	$	572,745		$	1,429,696
Cost of Revenues		(690,702	)		(952,779	)
Gross Income (Loss)		(117,957	)		476,917
Selling, General and Administrative Expenses		(3,076,255	)		(2,078,382	)
Loss from operations		(3,194,212	)		(1,601,465	)

We generated revenues of $572,745 in the third quarter of 2021 as compared to $1,429,696 in the same period for 2020, a change in revenues of $856,951. The nationwide economic shutdown due to COVID-19 during the third quarter severely reduced current operations.

Cost of revenues was $690,702 or 120.6% of revenues in the third quarter of 2021 as compared to $952,779 or 66.6% of revenues in the same fiscal period of fiscal 2020. Cost of revenues include web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of sales.

Gross Income (Loss) was $(117,957) or 20.6% of revenues for the third quarter of 2021 as compared to $476,917 in the same fiscal period of 2020 or 33.4% of revenues. When the country comes out of COVID-19 and the economy begins to turn around we anticipate income to increase.

Selling, general, and administrative expenses were $3,076,255 for the third quarter of fiscal 2021 compared to $2,078,382 in the comparable period of the prior year, an increase of $997,873. Increased operating costs include cash expense for salaries of $105,308, non-cash operating costs include stock-based compensation of $662,579, and origination fees of $605,880.

The net loss from operations for the third quarter of fiscal 2021 was $3,194,212 as compared to $1,601,465 for the comparable period of the prior year. The continuing operating loss is attributable to the focused effort in creating the infrastructure required to move forward with our Mobiquity and Advangelists network business.

No benefit for income taxes is provided for in the reported periods due to the full valuation allowance on the net deferred tax assets. Our ability to be profitable in the future is dependent upon the successful introduction and usage of our data collection and analysis including Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research services.

Nine months Ended September 30, 2021, versus Nine months Ended September 30, 2020

The following table sets forth certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.

	Nine Months Ended
	September 30, 2021			September 30, 2020
Revenue	$	1,797,052		$	3,032,064
Cost of Revenues		(2,439,501	)		(2,612,690	)
Gross Income (Loss)		(642,449	)		419,374
Selling, General and Administrative Expenses		(6,179,909	)		(8,013,595	)
Loss from operations		(6,822,358	)		(7,594,221	)

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We generated revenues of $1,797,052 in the nine months of 2021 as compared to $3,032,064 in the same period for 2020, a change in revenues of $1,235,012. The nationwide economic shutdown due to COVID-19 during the six months ended severely reduced current operations.

Cost of revenues was $2,439,501 or 135.8% of revenues in the nine months of 2021 as compared to 2,612,690 or 86.2% of revenues in the same fiscal period of fiscal 2020. Cost of revenues include web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of sales.

Gross Income (Loss) was $(642,449) or 35.8% of revenues for the nine months of 2021 as compared to $419,374 in the same fiscal period of 2020 or 13.8% of revenues. When the country fully comes out of COVID-19 and the economy turns around we anticipate income to increase.

Selling, general, and administrative expenses were $6,179,909 for the nine months of fiscal 2021 compared to $8,013,595 in the comparable period of the prior year, a decrease of approximately $1,833,686. Decreased operating costs include professional fees of $359,064, salaries of $273,304, non-cash expenses of amortization costs of $600,000 and warrant expense of $598,894.

The net loss from operations for the nine months of fiscal 2021 was $6,822,358 as compared to $7,594,221 for the comparable period of the prior year. The continuing operating loss is attributable to the focused effort in creating the infrastructure required to move forward with our Mobiquity and Advangelists network business.

No benefit for income taxes is provided for in the reported periods due to the full valuation allowance on the net deferred tax assets. Our ability to be profitable in the future is dependent upon the successful introduction and usage of our data collection and analysis including Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research services.

Liquidity and Capital Resources

The Company had cash and cash equivalents of $735,505 at September 30, 2021. Cash used in operating activities for the nine months ended September 30, 2021, was $5,060,535. This resulted primarily from a net loss of $8,735,146 offset by stock-based compensation of $1,289,899, amortization of $1,350,551, common stock issued for services of $173,300, accrued interest of $301,919, decrease in accounts receivable of $1,013,223 and $474,650 decrease in accounts payable, decrease in prepaid expenses of $43,696. Cash used in investing activities results from note converted to common stock of $1,810,506, common stock issued for cash $898,990 and Original issue discount of $724,031. Cash flow from financing activities of $1,760,240 resulted from the proceeds from the issuance of notes of $2,643,000, and cash paid on loans $616,918 and the forgiveness of Small Business Administration of $265,842.

The Company had cash and cash equivalents of $539,757 at September 30, 2020. Cash used in operating activities for the nine months ended September 30, 2020, was $4,490,623. This resulted primarily from a net loss of $10,980,423 offset by stock-based compensation of $1,331,459, warrant expense of $1,472,368 amortization of $1,950,552, increase in allowance of uncollectible receivables of $306,000, common stock issued for professional services of $470,000, decrease in accounts receivable of $1,512,216, change in accrued expenses and other current liabilities of $95,310 and a change in of accounts payable and accrued expenses of $447,906. Cash flow from investing activities includes the issuance of common stock for cash of $3,338,084and the conversion of a note for common stock of $30,695, purchase of property and equipment of $6,599. Cash flow from financing activities of $425,103 resulted from the proceeds from the issuance of the Company's convertible notes of $915,842 and cash paid on bank loans $490,739.

Our company commenced operations in 1998 and was initially funded by our three founders, each of whom has made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2019 and beyond until cash flow from our proximity marketing operations become substantial.

Our company commenced operations in 1998 and was initially funded by our three founders, each of whom has made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2021 and beyond until cash flow from our proximity marketing operations become substantial.

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Debt and Receivables Purchase Financing

We have the following debt financing in place:

Dr. Gene Salkind, who is our Chairman of the Board and one of our directors, and his affiliate provided us an aggregate of $2,700,000 in convertible debt financing for convertible promissory notes and common stock purchase warrants.

Business Capital Providers, Inc. purchased certain future receivables from the Company at a 26% discount under the following agreements on the following terms:

· Pursuant to a Merchant Agreement dated July 28, 2021, Business Capital Providers purchased $405,000 of future receivables for a purchase price of $300,000. Under the agreement, the Company agrees to have all receivables collected be deposited into a bank account from which the purchased receivables are remitted to Business Capital Providers daily, at the daily percentage of 9% of the daily banking deposits, or daily amounts of $2,531.25, for the term of 160 days. The Company is responsible for ensuring there are sufficient funds in the account to cover the daily payments. Under the agreement, the Company paid an origination fee of 5% of the purchase price. In the event of a default under the agreement, Business Capital Providers may institute an action to enforce its rights, including recovery of its costs of enforcement. Events of default under the agreement include, among others: the Company’s breach of any provision or representation under the agreement; failure to give 24 hours’ notice there will be insufficient funds to cover a daily remittance; the Company offers for sale or sells a substantial portion of its assets or its business; the Company uses other depository accounts, or closes or changes its depository account from which daily remittances are made; a material change in the Company’s operations; loss of a key employee, customer or supplier of the Company; any change in stock float, voting rights or issuance of voting shares; the Company’s failure to renew a real property lease; any Company default under another agreement with Business Capital Providers; or any form of bankruptcy filing or declaration by or for the Company. The Agreement further provides that in the event of a default, lieu of personal guarantees by any Company principals, or if otherwise mutually agreed, Business Capital Providers may convert any portion of amounts payable to it into shares of common stock of the Company at a price equal to 85% of the lowest volume weighted average price for each of the five trading days preceding the conversion date; provided that Business Capital Providers will not convert into shares that will result in it owning more than 4.99% of the Company’s then outstanding shares of common stock.

· Pursuant to a Merchant Agreement dated April 29, 2021, purchased $405,000 of future receivables for a purchase price of $300,000 on terms which are substantially the same as the July 28, 2021, Merchant Agreement, except that the daily percentage is 13% and the daily payment is $2,700 per day for a term of 150 business days.

· The Company previously entered into separate Merchant Agreements with Business Capital Providers on eight occasions prior to the April 29, 2021, Merchant Agreement, starting in June 2019, for an aggregate of $1,060,000 in financing, at varying purchase amounts, daily percentages, and daily payments, all of which were satisfied in full.

19 private lender-investors, who were unaffiliated shareholders of the Company and accredited investors as provided under Regulation D Rule 501 promulgated under the Securities Act of 1933, provided us convertible debt financing during the period May 2021 through September, 2021 pursuant to subscription agreements as described below. (Certain of these investors provided us multiple investments in one or more of these convertible debt structures.):

· Nine of the lender-investors provided us an aggregate of $668,000 in convertible debt financing on the following terms:

o The lender-investors were issued shares of Company common stock valued at $6 per share equal to 5% of their investments as original issue discount.

o The debt maturity date is October 31, 2021. If the Company receives debt or equity financing of $200,000 or more, the debt is payable within two business days after the Company receives those funds. The maturity dates of six of these investors’ convertible debt was extended to December 31, 2021.

o The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

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· Three of the lender-investors provided us an aggregate of $200,000 in convertible debt financing on the following terms:

o The lender-investors were issued shares of Company common stock valued at $6 per share equal to 6,000 per $100,000 of principal loan, or on a pro-rata basis if less than $100,000 is loaned (effectively 6% of the amount loaned) as original issue discount.

o The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

o These investors converted all of this convertible debt into a total of 40,000 shares of common stock.

· Eleven of the lender-investors provided us an aggregate of $819,500 in convertible debt financing on the following terms:

o The investment amounts included a 10% original issue discount. Accordingly, the total net principal proceeds of this debt that we received was $745,000.

o The debt maturity date is June 30, 2022.

o The investors may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60 day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022 at $4 per share if it not repaid, or converted by the investor, prior to then.

o All of these investors converted a total of $819,500 of this convertible debt into a total of 156,761 shares of common stock.

· Four of the lender-investors provided us $130,000 in convertible debt financing on the following terms:

o Interest at the annual rate of 10%.

o The debt maturity date is June 30, 2022.

o The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $4 per share if it not repaid, or converted by the investor, prior to then.

o One of these investors converted a total of $30,000 of this convertible debt into a total of 5,904 shares of common stock.

In May of 2020, the Company received Small Business Administration Cares Act loan of $265,842 due to the COVID-19 pandemic. This loan carried a five-year term, with interests at the annual rate of 1%. During second fiscal quarter of 2021 the Cares Act loan was forgiven in full under the SBA Cares Act loan rules.

In June 2020, the Company received a $150,000 Economic Injury Disaster Loan from the SBA which carries a 30-year term, payable in monthly installments of principal plus interest at the annual rate of 3.75%. This loan is secured by all the assets of the Company. The loan proceeds were used for working capital to alleviate economic injury cause by disaster in January 2020 and after that as required by the loan agreement.

On September 20, 2021, the Company entered into securities purchase agreements, with two accredited investors, Talos Victory Fund, LLC, and Blue Lake Partners LLC, pursuant to which the Company issued 10% promissory notes with a maturity date of September 20, 2022, in the aggregate principal amount of $1,125,000. In addition, the Company issued warrants to purchase an aggregate of 56,250 shares of its common stock to these holders. Spartan Capital Securities LLC and Revere Securities LLC acted as placement agents on this transaction. The promissory notes include the following terms:

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· Interest at the annual rate of 10%.

· The notes carry original issue discount of $112,500 in the aggregate. Accordingly, the total net principal of this debt was $1,012,500.

· The Company is required to make interim payments to the holders in the aggregate amount of $225,000, on or before March 18, 2022, towards the repayment of the balance of the notes. The Company may prepay the principal sum under the notes then outstanding plus accrued and unpaid interest in full at any time without any prepayment premium; however the Company is required to pay a minimum amount of the first 12 months of interest under the notes.

· The holders may convert the notes and exercise the warrants into the Company’s common stock (subject to contractual beneficial ownership limitations of 4.99%). The holders have the right to convert the notes at any time into shares of common stock at a conversion price of $5.00 per share; provided, however, if the Company consummates a so-called up-listing offering to a national exchange within 180 days after the closing date, then the Note conversion price shall adjust to equal 70% of the price per share of common stock in that offering. The warrants may also be exercised at any time from date of issuance over a period of five years at the exercise price then in effect. The initial warrant exercise price shall equal $10.00 per share; provided however, if the Company consummates the up-listing offering within the 180-day period noted above, then the exercise price shall adjust to equal 130% of the price per share in that offering. The warrants contain cashless exercise provisions. Both the notes and the warrants contain customary anti-dilution provisions which could cause an adjustment to the conversion price of the notes and the exercise price of the warrants.

· The notes provide that so long as the Company has any obligations under the Notes, the Company will not, among other things:

o Incur or guarantee any indebtedness which is senior or equal to the notes.

o Redeem or repurchase any shares of stock, warrants, rights or options without the holders’ consent.

o Sell, lease or otherwise dispose of a significant portion of its assets without the holders’ consent.

· The notes contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the notes or security purchase agreements.

· In an event of default under the notes, which has not been cured within any applicable cure period, if any, the notes shall become immediately due and payable and the Company shall pay to the holders an amount equal to the principal sum then outstanding plus accrued interest, multiplied by 125%. Additionally, upon the occurrence of an event of default, additional interest will accrue from the date of the event of default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

On the closing date of this financing, the holders delivered the net amount of $910,000 of the purchase price to the Company in exchange for the notes (which was net of the original issue discount and other fees, and expenses relate to this financing).

In the fourth quarter of 2021, Business Capital Providers assigned one of its Merchant Agreements and related debt described above and in note 6 above to non-affiliated third parties, which subsequently converted $89,100 in outstanding indebtedness into 13,103 common shares pursuant to their terms.

On October 19,2021, the Company filed a Form S-1 Registration Statement (File no. 333-260364) with the Securities and Exchange Commission for a public Offering to raise approximately $11 million dollars in an underwritten public offering. The next day the Company filed an application to list our common stock on the NASDAQ Capital Market under the symbol “MOBQ.” No assurances can be given that the public offering and up-listing will be successfully completed. In the event that the Offering is completed, the Company has allocated an estimated $1,600,000 to retire the loans of, Talos Victory Fund, LLC, Blue Lake Partners LLC and other unsecured short term indebtedness.

In the fourth quarter of 2021, the Company borrowed from a non-affiliated person $312,500 on a non-convertible three month loan with 20% original issue discount less fees of $30,000.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short-term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our CEO and CFO, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

There were no changes in the Company's internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As of the filing date of this Form 10-Q, we are not a party to any pending legal proceedings, except as described herein.

ITEM 1A. RISK FACTORS

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1A. Nevertheless, reference is made to our Form 10-K for the fiscal year ended December 31, 2020, for a description of our risk factors.

ITEM 2. CHANGES IN SECURITIES.

(a) From January 1, 2020, through September 30, 2020, and January 1, 2021, through September 30, 2021, we had no sales or issuances of unregistered capital stock, except as referenced above and in the table below:

Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, terms of exercise or conversion
Jan. – September 2020	Common Stock	25,625 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
Jan. – September 2020	Common Stock	1,919 shares	Note conversion	Section 3(a)(9)	Not applicable
Jan. – September 2020	Common Stock	77,220 shares	$873,473 Warrant conversions	Rule 506, Section 4(2)	Each warrant exercise price from $8 to $20, expiration dates 1-23-2025 and 2-4-2025
Jan. – September 2020	Common Stock	9,843 shares	Series E Preferred Stock conversion	Section 3(a)(9)	4,921 warrant exercise price $48 expiration date 1-8-2025
Jan – September 2020	Common Stock	310,784	Shares sold for cash	Rule 506, Section 4(2)	Not applicable
Jan. – September 2021	Common Stock	22,500 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
Jan. – September 2021	Common Stock	149,836 shares	$898,990 received, sale of Company stock	Rule 506 Section 4(2)	Not applicable
Jan. – September 2021	Common Stock	223,665 shares	Note conversion	Section 3(a(9))	Not applicable
Jan – September 2021	Common Stock	92,900 shares	Note issuance	Rule 506; Section 4(2)	Not applicable
Jan – September 2021	Common Stock	375,000 shares	Conversion of Preferred stock series C		375,000 Warrants issued, exercise price $48.00, two-year life

In the nine months ended September 30, 2021 and 2020, there were no repurchases by the Company of its Common Stock.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

Exhibit
Number	Exhibit Title
2.1	Agreement and Plan of Merger dated November 20, 2018, between Mobiquity Technologies, Inc., Glen Eagles Acquisition LP, Avng Acquisition Sub, LLC, Advangelists, LLC, and Deepankar Katyal as Member Representative (the “Advangelists Merger Agreement”) (Incorporated by reference to Form 8-K dated December 11, 2018.)
2.2	First Amendment to the Advangelists Merger Agreement dated December 6, 2018 (Incorporated by reference to Form 8-K dated December 11, 2018.)
2.3	Membership Interest Purchase Agreement dated as of April 30, 2019, between Mobiquity Technologies, Inc. and Glen Eagles Acquisition LP (Incorporated by reference to Form 8-K dated April 30, 2019.)
2.4	Membership Interest Purchase Agreement, effective as of May 8, 2019, between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.)
2.5	Assignment and Assumption Agreement effective as of May 8, 2019, between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.)
2.6	Stock Purchase Agreement, effective as of September 13, 2019, by and between Mobiquity Technologies, Inc. and GBT Technologies, Inc. (Incorporated by reference to Form 8-K dated September 13, 2019.)
2.7	Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Dr. Gene Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
2.8	Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Marital Trust GST Subject U/W/O Leopold Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
2.9	Securities Purchase Agreement dated September 20, 2021, by and between Mobiquity Technologies, Inc. and Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
2.10	Securities Purchase Agreement dated September 20, 2021, by and between Mobiquity Technologies, Inc. and Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
3.1	Certificate of Incorporation filed March 26, 1998 (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.2	Amendment to Certificate of Incorporation filed June 10, 1999 (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.3	Amendment to Certificate of Incorporation approved by stockholders in 2005(Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.4	Amendment to Certificate of Incorporation dated September 11, 2008 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.5	Amendment to Certificate of Incorporation dated October 7, 2009 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.6	Amendment to Certificate of Incorporation dated May 18, 2012 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.7	Amendment to Certificate of Incorporation dated September 10, 2013 (Incorporated by reference to Registrant’s Form 8-K filed on September 11, 2013.)
3.8	Amendment to Certificate of Incorporation filed December 22, 2015 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2015.)
3.9	Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.)

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3.10	Amendment to Certificate of Incorporation (Incorporated by reference to Form 8-K dated March 1, 2017.)
3.11	Amendment to Certificate of Incorporation – September 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.12	Amendment to Certificate of Incorporation – February 2019 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.13	Amendment to Certificate of Incorporation – December 17, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.14	Amendment to Certificate of Incorporation – December 4, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.15	Restated Certificate of Incorporation (Incorporated by reference to Form 8-K dated July 15, 2019.)
3.16	Certificate of Amendment to Certificate of Incorporation-Series E preferred Stock (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
3.17	Amended By-Laws (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.18	2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.)
4.1	Amended and restated $7,512,500 Promissory Note dated as of May 10, 2019, from Mobiquity Technologies, Inc. to Deepankar Katyal, as representative of the former members of Advangelists, LLC (Incorporated by reference to Form 8-K dated May 10, 2019.)
4.2	Second Amended and Restated Promissory Note, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Deepankar Katyal, as representative of the former owners of Advangelists, LLC (Incorporated by reference to Form 8-K dated September 13, 2019.)
4.3	Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K dated September 13, 2019.)
4.4	Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of September 13, 2019 (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.5	Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of December 31, 2019 (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
4.6	Second Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of April 1, 2019 (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
4.7	Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of September 13, 2019 (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.8	Amended and Restated Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of December 31, 2019 (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
4.9	Second Amended and Restated Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of April 1, 2019 (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
4.10	Form of Lender Warrant (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.11	Promissory Note in favor of Talos Victory Fund, LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.12	Promissory Note in favor of Blue Lake Partners LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.13	Common Stock Purchase Warrant dated September 20, 2021, issued to Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.14	Common Stock Purchase Warrant dated September 20, 2021, issued to Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
10.1	Employment Agreement dated April 2, 2019 – Dean L. Julia (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.2	Employment Agreement dated April 2, 2019 – Sean Trepeta (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.3	Employment Agreement dated April 2, 2019 – Paul Bauersfeld (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)

47

10.4	Employment Agreement dated December 7, 2018 – Deepankar Katyal (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.5	Amendment No. 1 to Employment Agreement, dated as of September 13, 2019, by and between Advangelists, LLC and Deepankar Katyal (Incorporated by reference to Form 8-K dated September 13, 2019.)
10.6	Class B Preferred Stock Redemption Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Deepankar Katyal (Incorporated by reference to Form 8-K dated September 13, 2019.)
10.7	Merchant Agreement dated April 29, 2021, 2021 by and between Mobiquity Technologies, Inc. and Business Capital Providers, Inc. (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
10.8	Merchant Agreement dated July 28, 2021, by and between Mobiquity Technologies, Inc. and Business Capital Providers, Inc. (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
10.9	Form of Investor Convertible Debt Subscription Agreement (5% Original Issue Discount) (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
10.10	Form of Investor Convertible Debt Subscription Agreement (10% Original Issue Discount) (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
10.11	Form of Investor Convertible Debt Subscription Agreement (10% Annual Interest) (Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)
21.	Subsidiaries of the Issuer (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
31.1	Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2	Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2	Certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
99.1	2005 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB/A filed with the Commission March 21, 2005.)
99.2	Amendment to 2005 Plan (Incorporated by reference to the Registrant's Form 10-QSB/A filed with the Commission on August 15, 2005.)
99.3	2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.)
99.4	2018 Employee Benefit and Consulting Services Compensation Plan. (Incorporated by reference to Definitive Proxy Statement filed with the SEC on January 11, 2019.)
99.5	2021 Employee Benefit and Consulting Compensation Plan(Incorporated by reference to Form S-1 Registration Statement filed on October 19, 2021.)

101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

_____________________

* Filed herewith.

48

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.

	MOBIQUITY TECHNOLOGIES, INC.
Date: November 10, 2021	By:	/s/ Dean L. Julia
		Dean L. Julia,
		Principal Executive Officer
Date: November 10, 2021	By:	/s/ Sean McDonnell
		Sean McDonnell,
		Principal Financial Officer

49

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Dean L. Julia, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mobiquity Technologies, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2021	/s/ DEAN L. JULIA
	DEAN L. JULIA,
	PRINCIPAL EXECUTIVE OFFICER

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Sean McDonnell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mobiquity Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2021	/s/ SEAN MCDONNELL
	SEAN MCDONNELL, PRINCIPAL FINANCIAL OFFICER

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mobiquity Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sean McDonnell, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/ SEAN MCDONNELL
	SEAN MCDONNELL
	PRINCIPAL FINANCIAL OFFICER
Date: November 10, 2021

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mobiquity Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dean L. Julia, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/ DEAN L. JULIA
	DEAN L. JULIA
	PRINCIPAL EXECUTIVE OFFICER
Date: November 10, 2021

XML

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 08, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-51160
Entity Registrant Name	MOBIQUITY TECHNOLOGIES, INC.
Entity Central Index Key	0001084267
Entity Tax Identification Number	11-3427886
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	35 Torrington Lane
Entity Address, City or Town	SHOREHAM
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11786
City Area Code	(516)
Local Phone Number	246-9422
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,685,689

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current Assets
Cash	$ 735,505	$ 602,182
Accounts receivable, net	685,496	1,698,719
Prepaid expenses and other current assets	11,700	46,396
Total Current Assets	1,432,701	2,347,297
Property and equipment (net of accumulated depreciation of $18,190 and $12,635, respectively)	15,873	21,428
Goodwill	1,352,865	1,352,865
Intangible assets (net of accumulated amortization of $4,706,473 and $3,355,922, respectively)	4,297,203	5,647,754
Other assets
Security deposits	0	9,000
Investment in corporate stock	0	91
Total Assets	7,098,642	9,378,435
Current Liabilities
Accounts payable	1,573,862	2,055,175
Accrued expenses	1,364,992	1,085,292
Notes payable	2,411,523	901,283
Total Current Liabilities	5,350,377	4,041,750
Long term portion convertible notes, net	2,700,000	2,450,000
Total Liabilities	8,050,377	6,491,750
Stockholders' Deficit
Common stock: 100,000,000 authorized; $0.0001 par value 3,670,086 and 2,803,685 shares issued and outstanding at September 30, 2021 and December 31, 2020	372	282
Treasury stock at $36 per share 37,500 and 37,500 shares outstanding at September 30, 2021 and December 31, 2020	(1,350,000)	(1,350,000)
Additional paid in capital	189,498,056	184,586,420
Accumulated deficit	(194,904,072)	(186,168,926)
Total Stockholders' Equity	(951,735)	2,886,685
Total Liabilities and Stockholders' Equity	7,098,642	9,378,435
AAA Preferred Stock [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	868,869	868,869
Preferred stock Series C [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	0	15,000
Preferred Stock Series E [Member]
Stockholders' Deficit
Preferred Stock, Value, Issued	$ 4,935,040	$ 4,935,040

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Accumulated depreciation, property and equipment	$ 18,190	$ 12,635
Accumulated amortization, intangible assets	$ 4,706,473	$ 3,355,922
Common stock shares authorized	100,000,000	100,000,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares issued	3,670,086	2,803,685
Common stock outstanding	3,670,086	2,803,685
Treasury Stock par value	$ 36	$ 36
Treasury Stock shares outstanding	37,500	37,500
AAA Preferred Stock [Member]
Preferred Stock shares authorized	4,930,000	5,000,000
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares issued	56,413	56,413
Preferred stock shares outstanding	56,413	56,413
Preferred stock Series C [Member]
Preferred Stock shares authorized	1,500	1,500
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares issued	0	1,500
Preferred stock shares outstanding	0	1,500
Preferred Stock Series E [Member]
Preferred Stock shares authorized	70,000	70,000
Preferred Stock par value	$ 80	$ 80
Preferred Stock shares issued	61,688	61,688
Preferred stock shares outstanding	61,688	61,688

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Revenue	$ 572,745	$ 1,429,696	$ 1,797,052	$ 3,032,064
Cost of Revenues	690,702	952,779	2,439,501	2,612,690
Gross Profit	(117,957)	476,917	(642,449)	419,374
Operating Expenses
Selling, general and administrative	1,229,047	1,527,229	3,158,098	4,676,920
Salaries	1,130,040	496,564	1,731,912	2,005,216
Stock based compensation	717,168	54,589	1,289,899	1,331,459
Total Operating Expenses	3,076,255	2,078,382	6,179,909	8,013,595
Loss from operations	(3,194,212)	(1,601,465)	(6,822,358)	(7,594,221)
Other Income (Expenses)
Interest Income	18	0	18	0
Interest Expense	(203,436)	(201,047)	(606,613)	(532,475)
Original issue discount	(605,880)	0	(715,880)	0
Warrant expense	0	662,758	0	63,864
Loss on sale of company stock	(436,405)	(2,821,393)	(856,155)	(2,914,558)
Total Other Income (Expense)	(1,245,703)	(2,359,682)	(2,178,630)	(3,383,169)
Loss from continuing operations	(4,439,915)	(3,961,147)	(9,000,988)	(10,977,390)
Other Comprehensive Income (loss)
Loan Forgiveness - SBA	0	0	265,842	0
Unrealized holding gain (loss) arising during period	0	(23)	0	(3,033)
Total other Comprehensive Income (loss)		(23)	265,842	(3,033)
Net Comprehensive Loss	$ (4,439,915)	$ (3,961,170)	$ (8,735,146)	$ (10,980,423)
Net Comprehensive Loss Per Common Share:
For continued operations, basic and diluted	$ (1.39)	$ (1.43)	$ (2.89)	$ (3.99)
Weighted Average Common Shares Outstanding, basic and diluted	3,201,073	2,761,183	3,027,406	2,753,446

XML

Condensed Consolidated Statement of Stockholder's Equity (Unaudited) - USD ($)	Mezzanine Preferred Stock [Member]	Series E Preferred Stocks [Member]	Series C Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 714,869	$ 5,250,000	$ 15,000	$ 234	$ 177,427,524	$ (1,350,000)	$ (171,136,522)	$ 10,921,105
Beginning balance, shares at Dec. 31, 2019	46,413	65,625	1,500	2,335,792		37,500
Common stock issued for services				$ 2	384,000			384,002
Common stock issued for services, shares				14,500
Common stock issued for note conversion					30,694			30,694
Common stock issued for note conversion, shares				1,919
Preferred stock series E		$ (314,960)		$ 1	314,959
Preferred stock series E, shares		(3,937)		9,843
Warrant conversions					403,267			403,267
Warrant conversions, shares				18,443
Net Loss							(2,435,793)	(2,435,793)
Ending balance, value at Mar. 31, 2020	$ 714,869	$ 4,935,040	$ 15,000	$ 237	178,560,444	$ (1,350,000)	(173,572,315)	9,303,275
Ending balance, shares at Mar. 31, 2020	46,413	61,688	1,500	2,380,497		37,500
Beginning balance, value at Dec. 31, 2019	$ 714,869	$ 5,250,000	$ 15,000	$ 234	177,427,524	$ (1,350,000)	(171,136,522)	10,921,105
Beginning balance, shares at Dec. 31, 2019	46,413	65,625	1,500	2,335,792		37,500
Ending balance, value at Sep. 30, 2020	$ 868,869	$ 4,935,040	$ 15,000	$ 278	184,231,046	$ (1,350,000)	(182,116,945)	6,583,288
Ending balance, shares at Sep. 30, 2020	56,413	61,688	1,500	2,761,183		37,500
Beginning balance, value at Mar. 31, 2020	$ 714,869	$ 4,935,040	$ 15,000	$ 237	178,560,444	$ (1,350,000)	(173,572,315)	9,303,275
Beginning balance, shares at Mar. 31, 2020	46,413	61,688	1,500	2,380,497		37,500
Common stock issued for services					(9,000)			(9,000)
Preferred stock series E	154,000				(154,000)
Warrant conversions				$ 3	352,652			352,655
Warrant conversions, shares				44,082
Stock based compensation					1,276,870			1,276,870
Warrants issued					598,894			598,894
Net Loss							(4,583,460)	(4,583,460)
Ending balance, value at Jun. 30, 2020	$ 868,869	$ 4,935,040	$ 15,000	$ 240	180,625,860	$ (1,350,000)	(178,155,775)	6,939,234
Ending balance, shares at Jun. 30, 2020	56,413	61,688	1,500	2,423,829		37,500
Common stock issued for services, shares				(750)
Common stock issued for services				$ 1	94,998			94,999
Common stock issued for services, shares				11,875
Common stock purchased				$ 36	3,338,049			3,338,085
Common stock purchased, shares				310,784
Preferred stock series E, shares	10,000
Warrant conversions				$ 1	117,550			117,551
Warrant conversions, shares				14,695
Stock based compensation					54,589			54,589
Net Loss							(3,961,170)	(3,961,170)
Ending balance, value at Sep. 30, 2020	$ 868,869	$ 4,935,040	$ 15,000	$ 278	184,231,046	$ (1,350,000)	(182,116,945)	6,583,288
Ending balance, shares at Sep. 30, 2020	56,413	61,688	1,500	2,761,183		37,500
Beginning balance, value at Dec. 31, 2020	$ 868,869	$ 4,935,040	$ 15,000	$ 282	184,586,420	$ (1,350,000)	(186,168,926)	2,886,685
Beginning balance, shares at Dec. 31, 2020	56,413	61,688	1,500	2,803,685		37,500
Common stock issued for services					81,825			81,825
Common stock issued for services, shares				10,000
Common stock issued for cash				$ 10	548,980			548,990
Common stock issued for cash, shares				91,502
Stock based compensation					16,839			16,839
Net Loss							(2,229,776)	(2,229,776)
Ending balance, value at Mar. 31, 2021	$ 868,869	$ 4,935,040	$ 15,000	$ 292	185,234,064	$ (1,350,000)	(188,398,702)	1,304,563
Ending balance, shares at Mar. 31, 2021	56,413	61,688	1,500	2,905,187		37,500
Beginning balance, value at Dec. 31, 2020	$ 868,869	$ 4,935,040	$ 15,000	$ 282	184,586,420	$ (1,350,000)	(186,168,926)	2,886,685
Beginning balance, shares at Dec. 31, 2020	56,413	61,688	1,500	2,803,685		37,500
Ending balance, value at Sep. 30, 2021	$ 868,869	$ 4,935,040		$ 372	189,498,056	$ (1,350,000)	(194,904,072)	(951,735)
Ending balance, shares at Sep. 30, 2021	56,413	61,688		3,670,086		37,500
Beginning balance, value at Mar. 31, 2021	$ 868,869	$ 4,935,040	$ 15,000	$ 292	185,234,064	$ (1,350,000)	(188,398,702)	1,304,563
Beginning balance, shares at Mar. 31, 2021	56,413	61,688	1,500	2,905,187		37,500
Common stock issued for services					37,975			37,975
Common stock issued for services, shares				5,000
Common stock issued for cash				$ 6	349,994			350,000
Common stock issued for cash, shares				58,334
Stock based compensation					555,892			555,892
Notes converted to common stock				$ 9	671,593			671,602
Notes converted to common stock, shares				92,761
Original issue discount shares				$ 5	268,145			268,150
Original issue discount shares, shares				39,500
Net Loss							(2,593,623)	(2,593,623)
Ending balance, value at Jun. 30, 2021	$ 868,869	$ 4,935,040	$ 15,000	$ 312	187,117,663	$ (1,350,000)	(190,992,325)	594,559
Ending balance, shares at Jun. 30, 2021	56,413	61,688	1,500	3,100,782		37,500
Common stock issued for services					53,500			53,500
Common stock issued for services, shares				7,500
Common stock issued for cash
Note conversions				$ 13	1,138,891			1,138,904
Note conversions, shares				130,904
Stock based compensation					717,168			717,168
Original issue discount shares				$ 9	455,872			455,881
Original issue discount shares, shares				55,900
Conversion Series C preferred stock			$ (15,000)	$ 38	14,962
Conversion Series C preferred stock, shares			(1,500)	375,000
Net Loss							(3,911,747)	(3,911,747)
Ending balance, value at Sep. 30, 2021	$ 868,869	$ 4,935,040		$ 372	$ 189,498,056	$ (1,350,000)	$ (194,904,072)	$ (951,735)
Ending balance, shares at Sep. 30, 2021	56,413	61,688		3,670,086		37,500

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash Flows from Operating Activities:
Net loss	$ (8,735,146)	$ (10,980,423)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5,555	4,421
Amortization- Intangible Assets	1,350,551	1,950,552
Allowance for uncollectible receivables	0	306,000
Common stock issued for services	173,300	470,000
Warrant expense	0	1,472,368
Stock based compensation	1,289,899	1,331,459
Changes in operating assets and liabilities
Accounts receivable	1,013,223	1,512,216
Prepaid expenses and other assets	43,696	(14,000)
Accounts payable	(474,650)	(629,419)
Accrued expenses and other current liabilities	(28,882)	(95,310)
Accrued interest	301,919	181,513
Total Adjustments	3,674,611	6,489,800
Net Cash in Operating activities	(5,060,535)	(4,490,623)
Cash Flows from Investing Activities
Common stock issued for cash, net	898,990	3,338,084
Purchase of property and equipment	0	(6,599)
Original Issue Discount shares	724,031	0
Note conversion to common stock	1,810,506	30,695
Net cash used in Investing Activities	3,433,527	3,362,180
Cash Flows from Financing Activities
Proceeds from the issuance of notes, net	2,643,000	915,842
SBA loan forgiveness	(265,842)	0
Cash paid on bank notes	(616,918)	(490,739)
Net cash used in Financing Activities	1,760,240	425,103
Net change in Cash and Cash Equivalents	133,232	(703,340)
Cash and Cash Equivalents, Beginning of period	602,182	1,240,064
Unrealized holding change on securities	91	3,033
Cash and Cash Equivalents, end of period	735,505	539,757
Supplemental Disclosure Information
Cash paid for interest	303,643	340,951
Cash paid for taxes	2,005	14,869
Non-cash investing and financing activities:
Common stock issued for conversion of convertible notes	856,155	0
Original issue discounts	$ 715,880	$ (0)

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ORGANIZATION AND GOING CONCERN

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND GOING CONCERN

NOTE 1: ORGANIZATION AND GOING CONCERN

We operate our business through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc. Our corporate structure is as follows:

Subsidiaries

Advangelists, LLC

Advangelists LLC operates our ATOS platform business.

We originally acquired a 48% membership interest and Glen Eagles Acquisition LP acquired a 52% membership interest in Advangelists in a merger transaction in December 2018 for consideration valued at $20 Million. At the time Glen Eagles was a shareholder of the Company, owning 412,500 shares of our common stock. The Company became, and remains, the sole manager of Advangelists following the merger with sole management power. In consideration for the merger:

· Mobiquity issued warrants for 269,384 shares of common stock at an exercise price of $56 per share to the pre-merger Advangelists’ members, and, in February 2019, upon the attainment of the vesting threshold of Advangelists’ combined revenues for the months of December 2018 and January 2019 being at least $250,000, the Company transferred 9,209,722 shares of Gopher Protocol, Inc. common stock to the pre-merger Advangelists members. The Mobiquity warrants were valued at a total of $3,844,444, and the Gopher shares of common stock were valued at a total of $6,155,556.

· Glen Eagles paid the pre-merger Advangelists members $10 million. $500,000 was paid at closing in cash (which the Company advanced on behalf of Glen Eagles without any agreement regarding repayment of the advance), and $9,500,000 was paid by Glen Eagles’ promissory note to Deepankar Katyal, as representative of pre-merger Advangelists members, payable in 19 monthly installments of $500,000 each.

The Company acquired 3% of the Advangelists’ membership interests from Glen Eagles in April 2019 in satisfaction of the Company’s $500,000 closing payment advance to Glen Eagles, resulting in Mobiquity owning 51% and Glen Eagles owning 49% of Advangelists.

In May 2019 the Company acquired the remaining 49% of Advangelists’ membership interests from Glen Eagles, becoming the 100% owner of Advangelists, in a transaction involving the Company, Glen Eagles, and Gopher Protocol, Inc. In that transaction, Gopher acquired the 49% Advangelists membership interest from Glen Eagles and assumed Glen Eagles’ promissory note to Deepankar Katyal, as representative of the pre-merger Advangelists owners, which had a remaining balance of $7,512,500, in satisfaction of indebtedness owed by Glen Eagles to Gopher. Concurrently with that transaction, the Company acquired the 49% of Advangelists membership interest from Gopher and assumed the promissory note in consideration. Additionally, warrants for 300,000 shares of Company common stock which are issuable upon the conversion of Mobiquity Class AAA preferred stock owned by Gopher were amended to provide for a cashless exercise. In September 2019, the assumed note, which then had a principal balance of $6,780,000, was amended and restated to provide that:

· $5,250,000 of the principal was payable in 65,625 shares of the Company’s Class E Preferred Stock, which is convertible into 164,062.50 shares the Company’s common stock, plus warrants to purchase 82,031.25 Company shares of common stock, at an exercise price of $48 per share: and

· $1,530,000 of the principal balance, plus all accrued and unpaid interest under the promissory note was payable in three monthly installments of $510,000 each.

The promissory note was paid in full in November 2019.

Mobiquity Networks, Inc.

We have established Mobiquity Networks, Inc and have operated it since January 2011. Mobiquity Networks started and developed as a mobile advertising technology company focused on driving foot-traffic throughout its indoor network and has evolved and grown into a next generation data intelligence company. Mobiquity Networks operates our data intelligence platform business.

Going Concern

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. We have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common stock. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $194,904,072 and $186,168,926. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. We may continue to incur operating and net losses in future periods. These losses may increase, and we may never achieve profitability for a variety of reasons, including increased competition, decreased growth in the unified advertising industry and other factors described elsewhere in this “Risk Factors” section. If we cannot achieve sustained profitability, our stockholders may lose all or a portion of their investment in our company.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The recently acquired Advangelists LLC has also incurred losses and experienced negative cash flows from operations during the most recent fiscal year. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional capital through private and public offerings of its common stock, and the attainment of profitable operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Reverse Stock Split

In September 2020, the Company filed a Certificate of Amendment the Articles of Incorporation with the Secretary of State of the state of New York to implement a 1 for 400 reverse stock- split of its common stock effective September 9, 2020. The reverse stock split did not cause an adjustment to the par value of common stock. As a result of the reverse stock split, the Company adjusted the share amounts under its employee incentive plans, outstanding options and common stock warrant agreements, treasury shares and preferred shares.

Impacts of COVID-19 to Business and the general economy

The Company’s financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic. Since March 2020, COVID -19 has caused a material and substantial adverse impact on our general economy and our business operations. It has caused there to be a substantial decrease in our sales, cancellations of purchase orders and has resulted in accounts receivables not being timely paid as anticipated. Further, it has caused us to have concerns about our ability to meet our obligations as they become due and payable. In this respect, our business is directly dependent upon and correlates closely to the marketing levels and ongoing business activities of our existing clients. If material adverse developments in domestic and global economic and market conditions adversely affect our clients’ businesses, such as COVID-19, our business and results of operations could (and in the case of COVID-19) equally suffer. Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. COVID-19 future widespread economic slowdowns in any of these markets, particularly in the United States, may negatively affect the businesses, purchasing decisions and spending of our clients and prospective clients, and payment of accounts receivable due us, which could result in reductions in our existing business as well as our new business development and difficulties in meeting our cash obligations as they become due. In the event of continued widespread economic downturn caused by COVID-19, we will likely continue to experience a reduction in projects, longer sales and collection cycles, deferral or delay of purchase commitments for our data products, processing functionality, software systems and services, and increased price competition, all of which could substantially adversely affect revenue and our ability to remain a going concern. In the event we remain a going concern, the impacts of the global emergence of Coronavirus disease (COVID-19) on our business, sources of revenues and then general economy, are currently not fully known. We are conducting business as usual with some modifications to employee work locations, and cancellation of certain marketing events, among other modifications. We lost a purchase order more than one million dollars with major US sports organization. We have observed other companies taking precautionary and preemptive actions to address COVID-19 and companies may take further actions that alter their normal business operations. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, although we do anticipate it to continue to negatively impact our financial results during fiscal years 2021 and 2022. 

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SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2020. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

NATURE OF OPERATIONS – Mobiquity Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiaries; Mobiquity Networks, Inc. (“Mobiquity Networks”) and Advangelists, LLC (Advangelists). Mobiquity Networks has evolved and grown from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis, utilizing multiple geo-location technologies. Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to, Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. Advangelists is a developer of advertising and marketing technology focused on the creation, automation, and maintenance of an advertising technology operating system (or ATOS). Advangelists’ ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising campaigns.

The ATOS platform:

· creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and

· gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.

Advangelists’ marketplace engages with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other. Our goal is to create a standardized and transparent medium.

Advangelists' technology is proprietary and has all been developed internally. We own all of our technology.

Risks Related to Our Financial Results and Financing Plans

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Related Parties

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We consider the following individuals / companies to be related parties:

Dean Julia - Principal Executive Officer President and Director

Sean McDonnell - Chief Financial Officer

Sean Trepeta - Board Member

Dr. Gene Salkind – Chairman of the Board of Directors

PRINCIPLES OF CONSOLIDATION – The accompanying condensed consolidated financial statements include the accounts of Mobiquity Technologies, Inc., formerly known as Ace Marketing& Promotions, Inc., and its wholly owned subsidiary, Mobiquity Networks, Inc. and its wholly- owned subsidiary, Advangelists, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

The Condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and nine months ended September 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of September 30, 2021, results of operations for the three months and nine months ended September 30, 2021, and 2020 and cash flows for the nine months ended September 30, 2021, and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed consolidated financial statements.

ESTIMATES – The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS – The Company considers all highly liquid debt instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

CONCENTRATION OF CREDIT RISK – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents.

Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables at September 30, 2021 consist of 55% held by six of our largest customers. Our current receivables at December 31, 2020 consist of 58% held by six of our largest customers.

The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits. As of September 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $472,082, and $114,986, respectively.

REVENUE RECOGNITION – On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018.

In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied.

Reported revenue was not affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606.

ALLOWANCE FOR DOUBTFUL ACCOUNTS – Management must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of September 30, 2021 and December 31, 2020, allowance for doubtful accounts were $386,600, and $386,600, respectively.

PROPERTY AND EQUIPMENT – Property and equipment are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating income.

LONG LIVED ASSETS – In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company recognized an impairment loss of $4,000,000 for the period ended December 31, 2020.

Transactions with major customers

During the nine months ended September 30, 2021, four customers accounted for approximately 36% of revenues and for the nine months ended September 30, 2020, four customers accounted for 48% our revenues. During the year ended December 31, 2020, five customers accounted for approximately 42% of revenues.

ADVERTISING COSTS – Advertising costs are expensed as incurred. For the nine months ended September 30, 2021 and for the year ended December 31, 2020, there were advertising costs of $159 and $1,400 respectively.

ACCOUNTING FOR STOCK BASED COMPENSATION – Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 7 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion.

BENEFICIAL CONVERSION FEATURES – Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received.

INCOME TAXES – Deferred income taxes are recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets, if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We adopted the lease standard ACS 842 effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of September 30, 2021, we are not a lessor or lessee under any lease arrangements.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations.

NET LOSS PER SHARE

Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 1,230,669 because they are anti-dilutive, as a result of a net loss for the quarter ended and nine months ended September 30, 2021.

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ACQUISITION OF ADVANGELISTS, LLC

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITION OF ADVANGELISTS, LLC

NOTE 3: ACQUISITION OF ADVANGELISTS, LLC

In December 2018, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) and Mobiquity Technologies, Inc. purchased of all the issued and outstanding capital stock and membership interest of Advangelists LLC. The Company closed and completed the acquisition on December 6, 2018.

The purchase price paid includes the assumption of certain assets, liabilities and contracts associated with Advangelists, LLC, at closing the sellers received $500,000 cash, warrants and stock and the issuance of a nineteen- month promissory note in aggregate principal amount of $9,500,000.

The following table summarizes the allocation of the purchase price as of the acquisition date: 

Purchase Price 

$9,500,000 Promissory note	$	9,500,000
Cash		500,000
Mobiquity Technologies, Inc. warrants		3,844,444
Gopher Protocol Inc. common stock		6,155,556
Total amount transferred	$	20,000,000

On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, which the Company acquired from GEAL 3% of the membership interest of Advangelists, LLC for $600,000 in cash. Giving the Company a 51% interest.

On May 8, 2019, the Company entered into a Membership Purchase Agreement with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, LLC which it contemporaneously purchased from GEAL. The purchase price was paid by the issuance of a $7,512,500 promissory note. As a result of the transaction, the Company owns 100% of Advangelists LLC.

On September 13, 2019, the Company repurchased fifteen million shares of common stock for the aggregate by exchanging 110,000 shares of GTCH common stock held for investment purposes.

On September 13, 2019, Dr. Gene Salkind, is a related party who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible promissory notes (the “Note”) and loaned to the Company an aggregate of $2,300,000 (the “Loans”) on a secured basis.

The Notes bear interest at a fixed rate of 15% per annum, computed based on a 360-day year of twelve 30-day months and will be payable monthly in arrears. Interest on the Notes is payable in cash, or, at the Lenders’ option, in shares of the Company’s common stock. The principal amount due under the Notes will be payable on September 30, 2029, unless earlier converted pursuant to the terms of the Notes.

Subject to the Company obtaining prior approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon the following events on the following terms:

· At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $32.00 per post-split share (the “Conversion Price”).

· at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400.00 per post-split share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price.

The Notes contain customary events of default, which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes.

In connection with the subscription of the Notes, the Company issued to each Lender a warrant to purchase 400 post-split shares of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $48.00 per post-split share (the “Lender Warrants”).

On September 13, 2019, Advangelists, LLC, a wholly owned subsidiary of the Company (“AVNG”), entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, who is a related party and the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment:

· Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 post-split shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Katyal Amendment, and of which 12,500 vests on the one-year anniversary of the Katyal Amendment.

In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.

In May 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of the AVNG Note, the AVNG Note was amended and restated as disclosed in the May 8-K (the “First Amended AVNG Note”). Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and restated as follows:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 shares the Company’s post-split common stock, and (ii) common stock purchase warrants to purchase 82,032 shares of the Company’s post-split common stock, at an exercise price of $48.00 per share (the “AVNG Warrant”).

· $1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15^th day of each month thereafter until paid in full.

The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note.

In May of 2020, Deepankar Katyal resigned from the board to spend more time necessary to run the day-to-day operations of Advangelists, LLC focusing on technology and revenue growth.

Merger

Mobiquity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) (which at the time owned 412,000 post-split shares of common stock of Mobiquity, equivalent to approximately 29.6% of the outstanding shares), AVNG Acquisition Sub, LLC (“Merger Sub”) and Advangelists, LLC (“Advangelists”) on November 20, 2018 which provided for Merger Sub to merge into Advangelists, with Advangelists as the surviving company following the merger.

On December 6, 2018, Mobiquity and the other parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended the Merger Agreement as follows:

· The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 225,000 post-split shares to 269,385 post-split shares, and the exercise price of the warrants was changed from $36.00 per share to $56.00 per share; and

· The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.

Under the Merger Agreement and the Amendment, in consideration for the Merger:

· Mobiquity issued warrants for 269,384 post-split shares of Mobiquity common stock at an exercise price of $56.00 per share and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.

· GEAL paid the pre-merger Advangelists members $10 million in cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly installments of $500,000 each, commencing on January 6, 2019.

The transactions contemplated by the Merger Agreement were consummated on December 7, 2018, upon the filing of a Certificate of Merger by Advangelists. As a result of the merger, Mobiquity owned 48% and GEAL owned 52% of Advangelists; and Mobiquity is the sole manager of, and controls, Advangelists at that time.

As a result of Mobiquity having 100% control over Advangelists as of December 31, 2018, ASC 810-10-05-3 states “that for LLCs with managing and non-managing members, a managing member is the functional equivalent of a general partner, and a non-managing member is the functional equivalent of a limited partner. In this case, a reporting entity with an interest in an LLC (which is not a VIE) would likely apply the consolidation model for limited partnerships if the managing member has the right to make the significant operating and financial decisions of the LLC.” In this case Mobiquity has the right to make the significant operating and financial decisions of Advangelists resulting in consolidation of Advangelists. 

On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, pursuant to which the Company acquired from GEAL 3% of the membership interests of Advangelists, for cash in the amount of $600,000 (the “Purchase Price”). The Purchase Price was paid by the Company to GEAL on May 3, 2019. As a result of the Transaction, the Company then owned 51% of the membership interests of Advangelists, with GEAL owning 49% of the membership interests of Advangelists.

On May 10, 2019, the Company entered into a Membership Purchase Agreement effective as of May 8, 2019, with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, which it contemporaneously purchased from GEAL. As a result of this transaction, the Company owns 100% of Advangelists’ Membership Interests.

The acquisition of the 49% of Advangelists membership interests was accomplished in a transaction involving Mobiquity, Glen Eagles Acquisition LP, and Gopher Protocol, Inc.

Recognized amount of identifiable assets acquired, liabilities assumed, and consideration expensed:  

Financial assets:
Cash and cash equivalents	$	216,799
Accounts receivable, net		2,679,698
Property and equipment, net		20,335
Intangible assets (a)		10,000,000
Accounts payable and accrued liabilities		(2,871,673	)
Purchase price expensed		9,954,841
Total amount identifiable assets and liabilities	$	20,000,000

The ATOS platform:

· creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and

· gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.

The Company tests goodwill for impairment at least annually on December 31^st and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgement is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results.

Our goodwill balance is not amortized to expense, instead it is tested for impairment at least annually. We perform our annual goodwill impairment analysis at the end of the fourth quarter. If events or indicators of impairment occur between annual impairment analyses, we perform an impairment analysis of goodwill at that date. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In testing for a potential impairment of goodwill, we: (1) verify there are no changes to our reporting units with goodwill balances; (2) allocate goodwill to our various reporting units to which the acquired goodwill relates; (3) determine the carrying value, or book value, of our reporting units, as some of the assets and liabilities related to each reporting unit are held by a corporate function; (4) estimate the fair value of each reporting unit using a discounted cash flow model; (5) reconcile the fair value of our reporting units in total to our market capitalization adjusted for a subjectively estimated control premium and other identifiable factors; (6) compare the fair value of each reporting unit to its carrying value; and (7) if the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business to calculate the implied fair value of the reporting unit’s goodwill and recognize an impairment charge if the implied fair value of the reporting unit’s goodwill is less than the carrying value. There were no impairment charges during the year ended December 31, 2019, for the year ended December 31, 2020, there was a $4,000,000 impairment.

Intangible Assets

At each balance sheet date herein, definite-lived intangible assets primarily consist of customer relationships which are being amortized over their estimated useful lives of five years.

The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they will be removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.  

	Useful Lives	September 30, 2021			December 31, 2020
Customer relationships	5 years	$	3,003,676		$	3,003,676
ATOS Platform	5 years		6,000,000			6,000,000
			9,003,676			9,003,676
Less accumulated amortization			(4,706,473	)		(3,355,922	)
Net carrying value		$	4,297,203		$	5,647,754

Future amortization, for the years ending December 31, is as follows:  

2021	$	450,185
2022	$	1,800,736
2023	$	1,800,736
2024	$	245,546
Thereafter	$	–

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NOTES PAYABLE AND DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

NOTES PAYABLE AND DERIVATIVE LIABILITIES

NOTE 4: NOTES PAYABLE AND DERIVATIVE LIABILITIES

Summary of Notes payable: 

	September 30, 2021		December 31, 2020
Mob-Fox US LLC (b)	$	–	$	30,000
Dr. Salkind, et al		2,700,000		2,550,000
Small Business Administration (a)		150,000		415,842
Subscription Agreements (d)		768,000		–
Blue Lake Partners LLC Talos Victory Fund LLC (e)		1,125,000		–
Business Capital Providers (c)		368,523		355,441
Total Debt		5,111,523		3,351,283
Current portion of debt		2,411,523		901,283
Long-term portion of debt	$	2,700,000	$	2,450,000

(a)	In May of 2020, the Companies applied and received Small Business Administration Cares Act loans due to the COVID-19 Pandemic. Each loan carries a five-year term, carrying a one percent interest rate. The loans turn into grants if the funds are use the for the SBA accepted purposes. The window to use the funds for the SBA specific purposes is a twenty-four-week period. If the funds are used for the allotted expenses the loans turn into grants with each loan being forgiven. The Company also received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, carrying a three-point seven five percent interest rate. During second quarter 2021 the Company applied for and received forgiveness for $265,842.
(b)	In October of 2020, the Company entered into an agreement with a vendor to accept $65,000 in full settlement of our payable due. A down payment of $15,000 at the signing of the agreement and five payments of $10,000 each, the loan was paid in full.
(c)	On February 20, 2020, the Company entered into a fourth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days, loan paid in full. On June 12, 2020, the Company entered into a fifth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days, loan paid in full. On August 11, 2020, the Company entered into a sixth merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for a term of 132 business days. On November 25, 2020, the Company entered into a seventh merchant agreement with Business Capital Providers, Inc. in the amount of $310,000 payable daily at $2,700.00, per payment for the term of 155 business days, loan paid in full. On February 19, 2021, the Company entered into an eight-merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for the term of 132 business days. On April 29, 2021, the Company entered into a ninth-merchant agreement with Business Capital Providers, Inc. in the amount of $300,000 payable daily at $2,700.00, per payment for the term of 150 business days. On July 28, 2021, the Company entered into a tenth-merchant agreement with Business Capital Providers, Inc. in the amount of $300,000 payable daily at $2,531.25, per payment for the term of 160 business days.

(d)	On April 14, 2021, through September 7, 2021, the Company entered into twenty-nine subscription convertible note agreements totaling $1,943,000, twelve of the notes included original issue discounts totaling $74,500. During the nine months in 2021, sixteen of the notes totaling $1,149,500 were converted to common stock, one note of $100,000 was paid in full.
(e)	On September 20, 2021, the Company entered into two security purchase agreements with maturity date of September 20, 2022, at a 10% interest rate.

On September 13, 2019, Dr. Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind subscribed for 15% Senior Secured Convertible Promissory Notes and loaned the Company an aggregate of $2,300,000. These notes were amended and restated on December 31, 2019, by Amended and Restated 15% Senior Secured Convertible Promissory Notes which deferred interest payments from the date of the original notes to December 31, 2020 and added an aggregate interim payment of $250,000 payable on December 31, 2020 that covered the deferred interest payments. These notes were again amended and restated on April 1, 2021, by the Second Amended and Restated 15% Senior Secured Convertible Promissory Notes which reflected an additional principal amount of $150,000 loaned by Dr. Salkind, and also amended the interim payment date to December 31, 2021, and the conversion price from $32 to $4 per share. The notes are secured by the assets of the Company and its subsidiaries. The total amount loaned under the notes, as amended and restated, including the principal amount and the interim payment amount is $2,700,000.

The notes, as amended and restated, bear annual interest at 15% which is payable monthly in cash or, at the Salkind lenders’ option, in shares of the Company’s common stock. The principal amount under the Notes is due on September 30, 2029, and the interim payment is payable on December 31, 2021, unless, in either case, earlier converted into shares of our common stock under the terms of the notes, as described below.

The outstanding principal plus any accrued and unpaid interest, and the interim payment under the notes, are convertible into shares of Company common stock at a conversion price of $4 per share at any time, until the notes are fully converted, on the following terms:

· The Salkind lenders may convert the notes at any time.

· The Company may convert the notes at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400 per share.

The notes contain customary events of default, which, if uncured, entitle the holders to accelerate payment of the principal and all accrued and unpaid interest under their notes.

In connection with the subscription of the notes, the Company issued to each Salkind lender a warrant to purchase one share of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $48 per share. The warrant exercise price was amended to 4 per share.

In the second quarter of 2020, we halted required interest payments under the September 2019 and June 30, 2021, Notes to Dr. Salkind and his affiliate due to economic hardships stemming from a downturn in our business and the related decline of our revenue resulting from the COVID 19 pandemic.

On May 16, 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of the AVNG Note, the AVNG Note was amended and restated (the “First Amended AVNG Note”). Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and restated as follows:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,031 post-split shares of the Company’s common stock, at an exercise price of $48.00 per share (the “AVNG Warrant”).

· $1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019, and on the 15^th day of each month thereafter until paid in full.

The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note.

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INCOME TAXES

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 5: INCOME TAXES

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for 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.

The Company conducts business, and files federal and state income, franchise or net worth, tax returns in the United States, in various states within the United States. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year statutes of limitations for income tax assessment vary from state to state. Tax authorities of the U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years.

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DEBT AND RECEIVABLES PURCHASE FINANCING

9 Months Ended

Sep. 30, 2021

Debt And Receivables Purchase Financing

DEBT AND RECEIVABLES PURCHASE FINANCING

NOTE 6: DEBT AND RECEIVABLES PURCHASE FINANCING

Debt and Receivables Purchase Financing

We have the following debt financing in place:

Dr. Gene Salkind, who is our Chairman of the Board and one of our directors, and his affiliate provided us an aggregate of $2,700,000 in convertible debt financing for convertible promissory notes and common stock purchase warrants.

Business Capital Providers, Inc. purchased certain future receivables from the Company at a 26% discount under the following agreements on the following terms:

· Pursuant to a Merchant Agreement dated July 28, 2021, Business Capital Providers purchased $405,000 of future receivables for a purchase price of $300,000. Under the agreement, the Company agrees to have all receivables collected be deposited into a bank account from which the purchased receivables are remitted to Business Capital Providers daily, at the daily percentage of 9% of the daily banking deposits, or daily amounts of $2,531.25, for the term of 160 days. The Company is responsible for ensuring there are sufficient funds in the account to cover the daily payments. Under the agreement, the Company paid an origination fee of 5% of the purchase price. In the event of a default under the agreement, Business Capital Providers may institute an action to enforce its rights, including recovery of its costs of enforcement. Events of default under the agreement include, among others: the Company’s breach of any provision or representation under the agreement; failure to give 24 hours’ notice there will be insufficient funds to cover a daily remittance; the Company offers for sale or sells a substantial portion of its assets or its business; the Company uses other depository accounts, or closes or changes its depository account from which daily remittances are made; a material change in the Company’s operations; loss of a key employee, customer or supplier of the Company; any change in stock float, voting rights or issuance of voting shares; the Company’s failure to renew a real property lease; any Company default under another agreement with Business Capital Providers; or any form of bankruptcy filing or declaration by or for the Company. The Agreement further provides that in the event of a default, lieu of personal guarantees by any Company principals, or if otherwise mutually agreed, Business Capital Providers may convert any portion of amounts payable to it into shares of common stock of the Company at a price equal to 85% of the lowest volume weighted average price for each of the five trading days preceding the conversion date; provided that Business Capital Providers will not convert into shares that will result in it owning more than 4.99% of the Company’s then outstanding shares of common stock.

· Pursuant to a Merchant Agreement dated April 29, 2021, purchased $405,000 of future receivables for a purchase price of $300,000 on terms which are substantially the same as the July 28, 2021, Merchant Agreement, except that the daily percentage is 13% and the daily payment is $2,700 per day for a term of 150 business days.

· The Company previously entered into separate Merchant Agreements with Business Capital Providers on eight occasions prior to the April 29, 2021, Merchant Agreement, starting in June 2019, for an aggregate of $1,060,000 in financing, at varying purchase amounts, daily percentages, and daily payments, all of which were satisfied in full.

· Nineteen private investors, who were unaffiliated shareholders of the Company and accredited investors as provided under Regulation D Rule 501 promulgated under the Securities Act of 1933, provided us convertible debt financing during the period May 2021 through September 2021 pursuant to subscription agreements as described below. (Certain of these investors provided us multiple investments in one or more of these convertible debt structures.):

· Nine of the lender-investors provided us an aggregate of $668,000 in convertible debt financing on the following terms:

The lender-investors were issued shares of Company common stock valued at $6 per share equal to 5% of their investments as original issue discount.

The debt maturity date is October 31, 2021. If the Company receives debt of equity financing of $200,000 or more, the debt is payable within two business days after the Company receives those funds. The maturity dates of six of these investors’ convertible debt was extended to December 31, 2021.

The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

· Three of the lender-investors provided us an aggregate of $200,000 in convertible debt financing on the following terms:

The lender-investors were issued shares of Company common stock valued at $6 per share equal to 6,000 per $100,000 of principal loan, or on a pro-rata basis is less than $100,000 is loaned (effectively 6% of the amount loaned) as original issue discount.

The debt is convertible into shares of Company common stock at a conversion price of $6 per share at any time at the investor’s option until the maturity date.

These investors converted all of this convertible debt into a total of 40,000 shares of common stock.

· Eleven of the lender-investors provided us an aggregate of $819,500 in convertible debt financing on the following terms:

The investment amounts included 10% original issue discount. Accordingly, the total net principal proceeds of this debt that we received was $745,000. The maturity date is June 30, 2022.

The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $4 per share if it is not repaid, or converted by the investor, prior to then. All of these investors converted a total of $819,500 of this convertible debt into a total of 156,761 shares of common stock.

· Four of the lender-investors provided us $130,000 in convertible debt financing on the following terms:

Interest at the annual rate of 10%, debt maturity date is June 30, 2022. The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $4 per share if it is not repaid, or converted by the investor, prior to then. One of these investors converted a total of $30,000 of this convertible debt into a total of 5,904 shares of common stock.

In May of 2020, the Company received Small Business Administration Cares Act loan of $265,842 due to the COVID-19 pandemic. This loan carried a five-year term, with interests at the annual rate of 1%. During second fiscal quarter of 2021 the Cares Act loan was forgiven in full under the SBA Cares Act loan rules.

In June 2020, the Company received a $150,000 Economic Injury Disaster Loan from the SBA which carries a 30-year term, payable in monthly installments of principal plus interest at the annual rate of 3.75%. This loan is secured by all the assets of the Company. The loan proceeds were used for working capital to alleviate economic injury cause by disaster in January 2020 and after that as required by the loan agreement.

In September 2021, the Company entered into securities purchase agreements 2021, with two accredited investors, Talos Victory Fund, LLC, and Blue Lake Partners LLC, pursuant to which the Company issued 10% promissory notes with a maturity date of September 20, 2022, in the aggregate principal amount of $1,125,000. In addition, the Company issued warrants to purchase an aggregate of 56,250 shares of its common stock to these holders. Spartan Capital Securities LLC and Revere Securities LLC acted as placement agents on this transaction. The promissory notes include the following terms:

· Interest at the annual rate of 10%.

· The notes carry original issue discount of $112,500 in the aggregate. Accordingly, the total net principal of this debt was $1,012,500.

· The Company is required to make interim payments to the holders in the aggregate amount of $225,000, on or before March 18, 2022, towards the repayment of the balance of the notes. The Company may prepay the principal sum under the notes then outstanding plus accrued and unpaid interest in full at any time without any prepayment premium; however, the Company is required to pay a minimum amount of the first 12 months of interest under the notes.

· The holders may convert the notes and exercise the warrants into the Company’s common stock (subject to contractual beneficial ownership limitations of 4.99%). The holders have the right to convert the notes at any time into shares of common stock at a conversion price of $5.00 per share; provided, however, if the Company consummates a so-called up-listing offering to a national exchange within 180 days after the closing date, then the Note conversion price shall adjust to equal 70% of the price per share of common stock in that offering. The warrants may also be exercised at any time from date of issuance over a period of five years at the exercise price then in effect. The initial warrant exercise price shall equal $10.00 per share; provided however, if the Company consummates the up-listing offering within the 180-day period noted above, then the exercise price shall adjust to equal 130% of the price per share in that offering. The warrants contain cashless exercise provisions. Both the notes and the warrants contain customary anti-dilution provisions which could cause an adjustment to the conversion price of the notes and the exercise price of the warrants.

· The notes provide that so long as the Company has any obligations under the Notes, the Company will not, among other things:

o Incur or guarantee any indebtedness which is senior or equal to the notes.

o Redeem or repurchase any shares of stock, warrants, rights or options without the holders’ consent.

o Sell, lease or otherwise dispose of a significant portion of its assets without the holders’ consent.

· The notes contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the notes or securities purchase agreements.

· In an event of default under the notes, which has not been cured within any applicable cure period, if any, the notes shall become immediately due and payable and the Company shall pay to the holders an amount equal to the principal sum then outstanding plus accrued interest, multiplied by 125%. Additionally, upon the occurrence of an event of default, additional interest will accrue from the date of the event of default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

On the closing date of this financing, the holders delivered the net amount of $910,000 of the purchase price to the Company in exchange for the notes (which was net of the original issue discount and other fees, and expenses relate to this financing).

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STOCKHOLDERS’ EQUITY (DEFICIT)

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY (DEFICIT)

NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT)

Shares Issued for Services

During the nine months ended September 30, 2020, the Company issued 25,625 post-split shares of common stock, at $8.00 to $40.00 per share for $470,000 in exchange for services rendered. During the nine months ended September 30, 2021, the Company issued 22,500 shares of common stock, at $6.65 to $9.73 per share for $173,300 in exchange for services rendered.

Shares issued for interest:

During the nine months ended September 30, 2020, and September 30, 2021, the Company did not issue any shares for interest.

Shares issued for upon conversion of warrants, notes and/or preferred stock:

In the nine months ended September 30, 2020, one holder of our Series E Preferred Stock converted 3,937 shares to 9,843 post-split shares of our common stock and 4,921 warrants at an exercise price of $48.00 per share with an expiration date of January 8, 2025. During the nine months ended September 30, 2021, the single holder of our Series C Preferred Stock converted 1,500 shares to 375,000 shares of our common stock and 375,000 warrants at an exercise price of $48.00 with an expiration date of September 30, 2023.

During the nine months ended September 30, 2020, 77,220, post-split, warrants were converted to common stock, at $8.00 to $28.00 per share. No warrants were converted during the nine months ended September 30, 2021.

During the nine months ended September 30, 2020, one note holder converted $30,695 of their note into 1,919 post-split common shares at a conversion rate of $16 per post-split share and cash payment of $5,000. During the nine months ended September 30, 2021, sixteen of the lender-investors provided us an aggregate of $1,154,500 in convertible debt financing converted their debt into a total of 223,665 shares of common stock at a conversion price at $4.81 to $7.25 per share.

On September 30,2021, a director and principal stockholder converted 1500 shares of Series C Preferred Stock into 375,000 common shares and 375,000 warrants exercisable at $48.00 per share through September 2023.

Stock and Loan Transactions for Cash

On April 8, 2021, the Company sold 16,667 shares of its restricted common stock at $6.00 per share to one investor.

On April 14, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 2,500 restricted shares of common stock as a loan origination fee.

On April 16, 2021, the Company sold 41,667 shares of restricted common stock at $6.00 per share to one investor.

On April 21, 2021, the $100,000 loan from April 14, 2021, was retired out of the proceeds and sale by the Company of 41,667 shares of its common stock at $6.00 per share.

On April 30, 2021, the Company issued a two-month loan to an investor in exchange for $100,000. The principal of the note together with an origination fee and accrued interest thereon totaling $105,000 and 10,000 shares of restricted common stock is due on June 30, 2021.

On May 10, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $105,000 note which includes a $5,000 loan origination fee. On September 13, 2021, this Note was exchanged for a short term $110,000 note which includes $10,000 loan origination fee. On September 30, 2021, this loan was converted into 19,744 shares of common stock.

On May 17, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 6,000 restricted common stock as a loan origination fee.

On May 18, 2021, the Company received a short-term $100,000 loan from one investor. The Company issued a $100,000 note and 5,000 restricted common stock as a loan origination fee.

On May 19, 2021, the Company received a short-term $50,000 loan from one investor. The Company issued a $50,000 note and 3,000 restricted common stock as a loan origination fee.

On May 24, 2021, the Company received a short-term $50,000 loan from one investor. The Company issued a $50,000 note and 3,000 restricted common stock as a loan origination fee.

On June 9, 2021, the Company received short-term $400,000 loans from three investors. The Company issued $420,000 notes including $20,000 loan origination fee and 10,000 restricted common stock as a loan origination fees.

On June 18, 2021, the Company received short-term $120,000 loans from two investors. The Company issued $132,000 notes including $12,000 loan origination fees.

On July 8, 2021, the Company received short-term $80,000 loans from two investors. The Company issued $85,000 notes including $5,000 loan origination fee and a 10% rate on one of the notes.

On July 14, 2021, the Company received short-term $75,000 loans from two investors. The Company issued $82,500 notes including $7,500 loan origination fees.

On July 15, 2021, the Company received short-term $150,000 loans from two investors. The Company issued $155,000 notes including $5,000 loan origination fee and 5,000 restricted common stock as a loan origination fee.

On July 29, 2021, the Company received a short term note of $300,000 payable at $2,531.25 for 160 payments.

On August 11, 2021, the Company received short-term $25,000 loan from one investor. The Company issued 1,250 restricted common stock as a loan origination fee.

On August 12, 2021, the Company received short-term $200,000 loans from two investors. The Company issued 10,000 restricted common stock as loan origination fees.

On August 16, 2021, the Company received short-term $50,000 loan form one investor. The note carries a 10% interest rate.

On August 25, 2021, the Company received short-term $43,000 loans from two investors. The Company issued 2,150 restricted common stock as loan origination fees.

On September 2, 2021, the Company received short-term $25,000 loan from one investor. The note carries a 10% interest rate.

On September 7, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 10, 2021, the Company received short-term $25,000 loan from one investor. The note carries a 10% interest rate.

On September 15, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 16, 2021, the Company received short-term $50,000 loan from one investor. The Company issued $55,000 note including $5,000 loan origination fee.

On September 30, 2021, Dr. Salkind, Chairman of the Board and principal stockholder, converted his 1500 shares of Series C Preferred Stock into 375,000 common shares and warrants to purchase 375,000 common shares exercisable at $48.00 per share through September 2023.

Consulting Agreements

On May 28, 2021, the Company entered into a consulting agreement with Sterling Asset Management to provide business advisory services. The company will provide assistance and recommendations to help build strategic partnerships, to provide the Company with advice regarding revenue opportunities, mergers and acquisitions. The six- month engagement commenced on May 28, 2021. The consultant receives 2,500 restricted common shares each month of the agreement and $75,000 cash payments. 

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OPTIONS AND WARRANTS

9 Months Ended

Sep. 30, 2021

Options And Warrants

OPTIONS AND WARRANTS

NOTE 8: OPTIONS AND WARRANTS

The Company’s results for the quarters ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $717,168 and $54,589, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.

The following table summarizes stock-based compensation expense for the quarters ended September 30, 2021, and 2020:  

	Quarters Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	298,105	$	54,589
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants		419,063		–
	$	717,168	$	54,589

The Company’s results for the nine months ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $1,289,899 and $1,930,353, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.

The following table summarizes stock-based compensation expense for the nine months ended September 30, 2021, and 2020:

	Nine Months Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	831,267	$	1,331,459
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants for retirement of debt		458,632		598,894
	$	1,289,899	$	1,930,353

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STOCK OPTION PLANS

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

STOCK OPTION PLANS

NOTE 9: STOCK OPTION PLANS

During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 5,000 post-split non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 10,000 post-split shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 10,0000 post-split shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 and shall be known as the 2009 Employee Benefit and Consulting Services Compensation Plan (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 25,000 post-split shares. In February 2015, the Board approved, subject to stockholder approval within one year, an increase in the number of shares under the 2009 Plan to 50,000 post-split shares; however, stockholder approval was not obtained within the requisite one year and the anticipated increase in the 2009 Plan was canceled. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 25,000 post-split shares (the “2016 Plan”) and approving moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019. the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 75,000 post-split shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 150,000 post-split shares. The 2019 Plan required stockholder approval by April 2, 2020 in order to be able to grant incentive stock options under the 2019 Plan. Stockholder approval of the 2019 Plan was not obtained. Accordingly, only non-statutory stock options can be issued under the 2019 Plan. The 2005, 2009, 2016, 2018 and 2019 plans are collectively referred to as the “Plans.”

All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 “Stock Compensation”, previously Revised SFAS No. 123 “Share-Based Payment” (“SFAS 123 (R)”). The fair values of these restricted stock awards are equal to the market value of the Company’s stock on the date of grant, after taking into certain discounts. The expected volatility is based upon historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. Previously, such assumptions were determined based on historical data. The weighted average assumptions made in calculating the fair values of options granted during the three months and nine months ended September 30, 2021, and September 30, 2020, are as follows:  

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		–		746.54%		89.11%		592.89%
Expected dividend yield		–		–		–		–
Risk-free interest rate		–		0.27%		1.16%		0.74%
Expected term (in years)		–		5.00		10.00		5.00

	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		302,846			45.85		4.65	$	–
Granted		25,000			60.00		9.01		–
Exercised		–			–		–		–
Cancelled & expired		(1,313	)		–		–		–
Outstanding, September 30, 2021		326,533			46.77		4.79	$	–
Options exercisable, September 30, 2021		305,556			46.10		4.72	$	–

The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2021, and 2020 was $0 and $0, respectively.

The aggregate intrinsic value of options outstanding and options exercisable at September 30, 2021 is calculated as the difference between the exercise price of the underlying options and the market price of the Company's common stock for the shares that had exercise prices, that were lower than the $7.25 closing price of the Company's common stock on September 30, 2021.

As of September 30, 2021, the fair value of unamortized compensation cost related to unvested stock option awards is $1,209,692.

The weighted average assumptions made in calculating the fair value of warrants granted during the three and nine months ended September 30, 2021, and 2020 are as follows:   

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		157.44%		–		157.44%		449.47%
Expected dividend yield		–		–		–		–
Risk-free interest rate		0.82%		–		0.82%		0.91%
Expected term (in years)		5.00		–		5.00		5.83

	Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		466,636	$	52.50		6.31	$	–
Granted		437,500	$	42.51		2.42	$	7,813
Exercised		–	$	–		–	$	–
Expired		–	$	–		–	$	–
Outstanding, September 30, 2021		904,136	$	47.68		4.04	$	–
Warrants exercisable, September 30, 2021		904,136	$	47.68		4.04	$	7,813

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EXECUTIVE COMPENSATION

9 Months Ended

Sep. 30, 2021

Executive Compensation

EXECUTIVE COMPENSATION

Note 10: EXECUTIVE COMPENSATION

Effect of Pandemic

As a result of our declining revenue, during the COVID-19 pandemic, our management team decided it was necessary to reduce overhead In April of 2020, due to the COVID-19 pandemic all employees’ salaries were reduced by 40% and we terminated one employee. In October of 2020, the employees pay reduction was reduced to a 20% reduction where it stands as of the date hereof. Several employees were laid-off or resigned, all travel and advertising were suspended, and office space rent was suspended, allowing the entire staff to work remotely.

Employment Agreements of Executives

Dean Julia

Dean Julia is employed as the Company’s Chief Executive Officer under an employment agreement with an initial term of three years which commenced on April 2, 2019. The agreement will automatically renew for an additional two years, unless terminated 90 days before termination of the initial term. Mr. Julia’s annual base salary is $360,000. In addition to his base salary, Mr. Julia is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds 75% of management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Julia’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Julia also received a signing bonus of vested 10-year options to purchase 62,500 shares, exercisable at $60 per share. Additionally, he is also entitled to 10-year options to purchase an additional 12,500 shares of common stock, exercisable at $60 per share, annually on April 1^st of each year which commenced on April 1, 2020. Additionally, if the Company is acquired through a board of directors-approved change in control of at least 50% of the Company’s outstanding voting stock, or the sale of all or substantially all of the Company’s assets, Mr. Julia shall be entitled to receive a payment in-kind equal to 3% of the consideration paid in connection with that transaction. He is also entitled to paid disability insurance and term life insurance at an annual cost of not more than $15,000. Additionally, he is also entitled to receive health, dental and 401(k) benefits as is made available by the Company for its other senior officers, as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Julia also has the use of a Company-leased or -owned automobile. Mr. Julia’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. The Company may terminate Mr. Julia’s employment for cause, and Mr. Julia may terminate his employment at any time on three-months’ notice. Also, the Company may terminate Mr. Julia’s employment agreement on Mr. Julia’s death or disability – disability being unable to perform his essential functions for four consecutive months due to physical, mental of emotional incapacity resulting from sickness, disease, or injury. In each of these termination cases, the Company is obligated only to pay Mr. Julia amounts that were due or accrued prior to termination, plus, other than in a for-cause-termination, any pro-rata quarterly bonus described above.

Paul Bauersfeld

Paul Bauersfeld is employed as the Company’s Chief Technology Officer under an at-will employment agreement which commenced on April 2, 2019. Mr. Bauersfeld’s monthly salary is $25,000. Mr. Bauersfeld is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock or stock options, at Mr. Bauersfeld’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Bauersfeld also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020, and 30% of which vested on April 2, 2021. Mr. Bauersfeld is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Bauersfeld’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Bauersfeld’s employment agreement is at-will, the Company may terminate Mr. Bauersfeld’s employment for cause. In the event Mr. Bauersfeld’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Bauersfeld severance pay equal to three months of his salary.

Sean Trepeta

Sean Trepeta is employed as President of our wholly owned subsidiary, Mobiquity Networks, Inc. under an at-will employment agreement which commenced on April 2, 2019. Mr. Trepeta’s monthly salary is $20,000. Mr. Trepeta is entitled to a quarterly bonus of at least 1% of gross revenue for each completed fiscal quarter, so long as the Company’s gross revenue meets or exceeds management’s stated goal. The quarterly bonus may be paid either in cash, common stock, or stock options, at Mr. Trepeta’s election. Should his employment agreement be terminated prior to the end of any fiscal year for any reason, other than for cause by the Company, a pro rata portion of the quarterly bonus shall be paid within 30 days of termination. The Company's board of directors will determine a revenue target each year for the purpose of calculating the quarterly bonus in that year. Mr. Trepeta also received a signing bonus of 10-year options to purchase 25,000 shares, exercisable at $60 per share; 35% of which vested immediately, 35% of which vested on April 2, 2020, and 30% of which vested on April 2, 2021. Mr. Trepeta is entitled to participate in the Company’s health plans as well as indemnification by the Company to the fullest extent permitted by law, and the Company’s certificate of incorporation and bylaws. Mr. Trepeta’s employment agreement contains customary non-competition and non-solicitation of Company customers or employees’ provisions during the term of the agreement. Although Mr. Trepeta’s employment agreement is at-will, the Company may terminate Mr. Trepeta’s employment for cause. In the event Mr. Trepeta’s employment agreement is terminated other than for cause by the Company, the Company will pay Mr. Trepeta severance pay equal to three months of his salary.

Deepankar Katyal

Deepankar Katyal is employed as Chief Executive Officer of our wholly owned subsidiary, Advangelists, LLC under employment agreement with Advangelists with a term of three years which commenced on December 7, 2018. The agreement was amended on September 13, 2019. (See Note 12 below.) Mr. Katyal’s annual base salary is $400,000. Mr. Katyal’s employment agreement, as amended, also provides the following compensation:

· a bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue for each month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the agreement. Those revenue thresholds were not attained, and this bonus was not earned;

· commissions equal to 10% of the net revenues derived from all New Katyal Managed Accounts (as defined in the agreement – being accounts directly introduced by Mr. Katyal or assigned to Employee in writing by the Manager of the Company);

· options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vested on September 13, 2019, the date Mr. Katyal’s employment agreement was amended, and 12,500 vested on September 13, 2020: and

· one share of Company Series B Preferred Stock which was issued to Mr. Katyal. The Series B Preferred Stock, as a class, provided cash dividend rights, payable in cash, to the holders thereof in an aggregate amount equivalent to 10% of the annual gross revenue of Advangelists or the Company, whichever is higher, up to a maximum aggregate annual amount of $1,200,000, for each of its 2019 and 2020 fiscal years. As a holder of 50% of the Series B Preferred Stock, the maximum amount of annual dividends that Mr. Katyal would be entitled to $600,000. The Series B Preferred Stock rights, privileges, preferences, and restrictions was to terminate by its terms as of December 31, 2020; and, immediately upon declaration and payment of the dividend in respect of Mobiquity's 2020 fiscal year, Mobiquity was to withdraw such class from its authorized capital. The Series B Preferred Stock was subject to cancellation if Mr. Katyal terminated his employment without good reason or the Company terminated his employment for cause. Mr. Katyal did not receive any Series B Preferred Stock dividends and the Series B Preferred Stock was redeemed by the Company from Mr. Katyal in consideration for entering into the amendment of his employment agreement on September 13, 2019, and for no other consideration.

During the term of the employment agreement, Mr. Katyal is entitled to a monthly allowance of up to $550 per month to cover lease or purchase finance costs of an automobile. Mr. Katyal’s employment agreement provides for indemnification by the Company to the fullest extent permitted by the Company’s certificate of incorporation and bylaws, as well as participation in all benefit plans, programs and perquisites as are generally provided by Advangelists to its employees, including medical, dental, life insurance, disability and 401(k) participation. Mr. Katyal’s employment agreement contains customary non-solicitation of Company customers or employees’ provisions during the term of the agreement and for one year after termination. The agreement provides for termination by Advangelists for cause upon 30 days’ prior written notice: and without cause after 60 days’ prior written notice. The employment agreement terminates automatically upon Mr. Katyal’s death, and it may also be terminated by Advangelists if Mr. Katyal is disabled for more than six consecutive months in any 12-month period—disability being the inability to substantially perform Mr. Katyal's duties and responsibilities by reason of mental or physical illness or injury. Mr. Katyal is entitled to terminate the agreement for “good reason”. If Mr. Katyal is terminated by Advangelists for cause, Advangelists is obligated only to pay Mr. Katyal amounts of base salary and expense reimbursements that were due or accrued prior to the termination date. If Mr. Katyal is terminated by Advangelists without cause, and provided Mr. Katyal is not in breach under the agreement, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his death, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his disability, provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal terminates his employment for good reason, and provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. Mr. Kaytal’s employment agreement provides for assignment of ownership rights regarding intellectual property created by Mr. Katyal relating to the Company’s business. 

Sean McDonnell

Sean McDonnell is employed as the Company’s Chief Executive Officer on a non-full-time basis as an employee at-will with no employment agreement. He has a monthly base salary of $11,000 and he is eligible to receive options and other bonuses at the discretion of the board.

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AGREEMENTS WITH KATYAL

9 Months Ended

Sep. 30, 2021

Agreements With Katyal

AGREEMENTS WITH KATYAL

NOTE 11: AGREEMENTS WITH KATYAL

Other Recent Developments with Deepankar Katyal

Deepankar Katyal’s employment agreement which commenced December 7, 2018, has a term of three years. Mr. Katyal is required to devote at least 40 hours per week pursuant to his responsibility as CEO of Advangelists. The agreement provides for full indemnification and participation in all benefit plans, programs and perquisites as are generally provided by the Company to its employees, including medical, dental, life insurance, disability and 401(k) participation. The agreement provides for termination for cause after giving employee 30 days’ prior written notice. The agreement provides for termination by the Company without cause after 60 days’ prior written notice with severance pay as described in his agreement. His employment agreement also provides for termination by disability for a period of more than six consecutive months in any 12-month period, termination by employee for good reason as defined in the agreement and restrictive covenants for a period of one year following the termination date.

Effective as of September 13, 2019, Mobiquity Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “GTECH SPA”) with GBT Technologies, Inc. (“GTECH”), pursuant to which the Company acquired from GTECH 15,000,000 shares of the Company’s common stock that was owned by GTECH (the “MOBQ Shares”). In consideration for the purchase of the MOBQ Shares from GTECH, the Company transferred to GTECH 110,000 shares of GTECH’s common stock that was owned by the Company.

On September 13, 2019, Advangelists, LLC (“AVNG”), a wholly owned subsidiary of the Company, entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment:

· Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vests on the date of the Katyal Amendment, and of which 12,500 vest on the one-year anniversary of the Katyal Amendment.

In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.

On September 13, 2019, AVNG entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Lokesh Mehta, which amends Mr. Mehta’s original employment agreement (the “Original Mehta Agreement”), dated as of December 7, 2018. Pursuant to the Mehta Amendment, among other things, (i) the Company agreed to indemnify Mr. Mehta to the extent provided in the Company’s Certificate and By-laws and to include Mr. Mehta as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Mehta with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Mehta Agreement ceased. In addition, the Mehta Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Mehta, and entitles Mr. Mehta to the following additional compensation:

· A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s Gross Revenue for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Mehta Amendment:

· Commissions equal to 5% of the Net Revenues (as defined in the Mehta Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);

· Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Mehta Amendment, and of which 12,500 vest on the one-year anniversary of the Mehta Amendment.

In connection with the Mehta Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Mehta Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Mehta in exchange for an employment agreement and other good and valuable consideration including an automobile allowance.

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LITIGATION

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 12: LITIGATION

We are not a party to any pending material legal proceedings, except as follows:

Washington Prime Group, Inc. (“WPG”), a successor in interest to Simon Property Group, L.P., commenced an action in the Marion Superior Court, County of Marion, State of Indiana against the Company in February 2020 alleging default on 36 commercial leases which the Company had entered into in 36 separate shopping mall locations across the United States for the placement of Mobiquity’s Bluetooth messaging system equipment in the shopping malls to send advertisements through to shoppers’ phones as they walked through mall common areas. WPG alleged damages from unpaid rent of $892,332. WPG sought a judgment from the court to collect the claimed unpaid rent plus attorneys’ fees and other costs of collection. The Company disputed the claim. On September 18, 2020, the parties entered into a settlement agreement with respect to this lawsuit. Under the settlement agreement, Mobiquity paid WPG $100,000.00 in five $20,000 monthly installments ending in January 2021 and mutual general releases were exchanged.

In December 2019, Carter, Deluca & Farrell LP, a law firm, commenced an action in the Supreme Court of New York, County of Nassau, against the Company seeking $113,654 in past due legal fees allegedly owed. The Company disputed the amount owed to that firm. On March 13, 2021, the Company entered into a settlement agreement with the law firm and paid them $60,000 to settle the lawsuit.

In July 2020, Fyber Monetization, an Israeli company in the business of digital advertising, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in the Magistrate’s Court in Tel Aviv, Israel. In its statement of claim, Fyber alleged that Advangelists owes Fyber license fees of $584,945 invoiced in June through November 3, of 2019 under a February 1, 2017, license agreement for the use of Fyber’s RTB technology and e-commerce platform with connects digital advertising media buyers and media sellers. Advangelists has disputed the claims and is defending this lawsuit. Due to uncertainties inherent in litigation, we cannot predict the outcome on this action with any certainty. If we do not settle this action on terms favorable to us, or at all and Fyber is successful in its claim against Advangelists, the obligation to pay substantial monetary damages could have a material adverse effect on our financial condition and funds available to pursue our business plans. See “Risk Factors -- Our subsidiary Advangelists, LLC is party to litigation, the outcome of which could have a material adverse effect on us if it is not settled on terms favorable to us, or at all and the plaintiff is successful in its claims.”

In October 2020, FunCorp Limited, a Cypriot company which owns and operates social networking websites and mobile applications, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in Superior Court, State of Washington, County of King alleging Advangelists owed FunCorp for unpaid amounts due under an insertion order for placement of Advangelists’ advertisements on FunCorp’s iFunny website totaling $42,464 plus attorney’s fees. Advangelists disputed the claim. In September 2021 the action was settled in payment of $44,000 and the exchange of general releases, without Advangelists admitting any liability. The settlement agreement provides that the terms of the settlement agreement and FunCorp’s allegations are confidential and may not be disclosed except as required by law, court order or subpoena with certain limitations.

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COMMITMENTS

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 13: COMMITMENTS

The following are outstanding commitments as of September 30, 2021:

· $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,032 shares of the Company’s common stock, at an exercise price of $48.00 post-split per share (the “AVNG Warrant”). In February of 2020 one Class E Preferred Stock shareholder converted 3,937 shares were exchanged for 9,348, post-split shares of the Company’s Common Stock.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14: SUBSEQUENT EVENTS

On October 19,2021, the Company filed a Form S-1 Registration Statement (File no.333-260364) with the Securities and Exchange Commission for a public Offering to raise approximately $11 million dollars in an underwritten public offering. The next day the Company filed an application to list our common stock on the NASDAQ Capital Market under the symbol “MOBQ.” No assurances can be given that the public offering and up-listing will be successfully completed. In the event that the Offering is completed, the Company has allocated an estimated $1,793,000 to retire the loans of, Talos Victory Fund, LLC, Blue Lake Partners LLC and other unsecured short-term indebtedness.

In October 2021, the Company’s Board of Directors approved the 2021 Employment and Compensation Plan covering up to 1.1 million common shares. The plan must be approved by stockholders within one year in order to be able to grant incentive stock options under the Plan. The Board also approved the granting of ten-year options to purchase 635,000 common shares to officers, directors, employees and/or consultants at an exercise price equal to 110% of the public offering price of common shares expected to be sold in the public offering described in the preceding paragraph.

In the fourth quarter of 2021, Business Capital Providers assigned one of its Merchant Agreements and related debt described in note 6 above to non-affiliated third parties, which subsequently converted $89,100 in outstanding indebtedness into 13,103 common shares pursuant to their terms.

In the fourth quarter of 2021, the Company borrowed from a non-affiliated person $312,500 on a non-convertible three month loan with 20% original issue discount less fees of $30,000.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

NATURE OF OPERATIONS

NATURE OF OPERATIONS – Mobiquity Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiaries; Mobiquity Networks, Inc. (“Mobiquity Networks”) and Advangelists, LLC (Advangelists). Mobiquity Networks has evolved and grown from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis, utilizing multiple geo-location technologies. Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to, Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. Advangelists is a developer of advertising and marketing technology focused on the creation, automation, and maintenance of an advertising technology operating system (or ATOS). Advangelists’ ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising campaigns.

The ATOS platform:

· creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and

· gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.

Advangelists’ marketplace engages with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other. Our goal is to create a standardized and transparent medium.

Advangelists' technology is proprietary and has all been developed internally. We own all of our technology.

Risks Related to Our Financial Results and Financing Plans

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Related Parties

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We consider the following individuals / companies to be related parties:

Dean Julia - Principal Executive Officer President and Director

Sean McDonnell - Chief Financial Officer

Sean Trepeta - Board Member

Dr. Gene Salkind – Chairman of the Board of Directors

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION – The accompanying condensed consolidated financial statements include the accounts of Mobiquity Technologies, Inc., formerly known as Ace Marketing& Promotions, Inc., and its wholly owned subsidiary, Mobiquity Networks, Inc. and its wholly- owned subsidiary, Advangelists, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

The Condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and nine months ended September 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of September 30, 2021, results of operations for the three months and nine months ended September 30, 2021, and 2020 and cash flows for the nine months ended September 30, 2021, and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 2021, are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed consolidated financial statements.

ESTIMATES

ESTIMATES – The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS – The Company considers all highly liquid debt instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents.

Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables at September 30, 2021 consist of 55% held by six of our largest customers. Our current receivables at December 31, 2020 consist of 58% held by six of our largest customers.

The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits. As of September 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $472,082, and $114,986, respectively.

REVENUE RECOGNITION

REVENUE RECOGNITION – On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The Company adopted this standard using the modified retrospective approach on January 1, 2018.

In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied.

Reported revenue was not affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS – Management must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of September 30, 2021 and December 31, 2020, allowance for doubtful accounts were $386,600, and $386,600, respectively.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT – Property and equipment are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating income.

LONG LIVED ASSETS

LONG LIVED ASSETS – In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company recognized an impairment loss of $4,000,000 for the period ended December 31, 2020.

Transactions with major customers

During the nine months ended September 30, 2021, four customers accounted for approximately 36% of revenues and for the nine months ended September 30, 2020, four customers accounted for 48% our revenues. During the year ended December 31, 2020, five customers accounted for approximately 42% of revenues.

ADVERTISING COSTS

ADVERTISING COSTS – Advertising costs are expensed as incurred. For the nine months ended September 30, 2021 and for the year ended December 31, 2020, there were advertising costs of $159 and $1,400 respectively.

ACCOUNTING FOR STOCK BASED COMPENSATION –

ACCOUNTING FOR STOCK BASED COMPENSATION – Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 7 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion.

BENEFICIAL CONVERSION FEATURES

BENEFICIAL CONVERSION FEATURES – Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received.

INCOME TAXES

INCOME TAXES – Deferred income taxes are recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets, if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We adopted the lease standard ACS 842 effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of September 30, 2021, we are not a lessor or lessee under any lease arrangements.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations.

NET LOSS PER SHARE

NET LOSS PER SHARE

Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 1,230,669 because they are anti-dilutive, as a result of a net loss for the quarter ended and nine months ended September 30, 2021.

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ACQUISITION OF ADVANGELISTS, LLC (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Allocation of purchase price

$9,500,000 Promissory note	$	9,500,000
Cash		500,000
Mobiquity Technologies, Inc. warrants		3,844,444
Gopher Protocol Inc. common stock		6,155,556
Total amount transferred	$	20,000,000

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Financial assets:
Cash and cash equivalents	$	216,799
Accounts receivable, net		2,679,698
Property and equipment, net		20,335
Intangible assets (a)		10,000,000
Accounts payable and accrued liabilities		(2,871,673	)
Purchase price expensed		9,954,841
Total amount identifiable assets and liabilities	$	20,000,000

Schedule of intangible assets

	Useful Lives	September 30, 2021			December 31, 2020
Customer relationships	5 years	$	3,003,676		$	3,003,676
ATOS Platform	5 years		6,000,000			6,000,000
			9,003,676			9,003,676
Less accumulated amortization			(4,706,473	)		(3,355,922	)
Net carrying value		$	4,297,203		$	5,647,754

Future accumulated amortization schedule

2021	$	450,185
2022	$	1,800,736
2023	$	1,800,736
2024	$	245,546
Thereafter	$	–

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NOTES PAYABLE AND DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Summary of Convertible Promissory Notes

	September 30, 2021		December 31, 2020
Mob-Fox US LLC (b)	$	–	$	30,000
Dr. Salkind, et al		2,700,000		2,550,000
Small Business Administration (a)		150,000		415,842
Subscription Agreements (d)		768,000		–
Blue Lake Partners LLC Talos Victory Fund LLC (e)		1,125,000		–
Business Capital Providers (c)		368,523		355,441
Total Debt		5,111,523		3,351,283
Current portion of debt		2,411,523		901,283
Long-term portion of debt	$	2,700,000	$	2,450,000

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OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2021

Options And Warrants

Schedule of stock based compensation expense

	Quarters Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	298,105	$	54,589
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants		419,063		–
	$	717,168	$	54,589

The Company’s results for the nine months ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $1,289,899 and $1,930,353, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.

The following table summarizes stock-based compensation expense for the nine months ended September 30, 2021, and 2020:

	Nine Months Ended September 30,
	2021		2020
Employee stock-based compensation - option grants	$	831,267	$	1,331,459
Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - option grants		–		–
Non-Employee stock-based compensation - stock grants		–		–
Non-Employee stock-based compensation - warrants for retirement of debt		458,632		598,894
	$	1,289,899	$	1,930,353

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STOCK OPTION PLANS (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Assumptions used

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		–		746.54%		89.11%		592.89%
Expected dividend yield		–		–		–		–
Risk-free interest rate		–		0.27%		1.16%		0.74%
Expected term (in years)		–		5.00		10.00		5.00

Schedule of options outstanding

	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		302,846			45.85		4.65	$	–
Granted		25,000			60.00		9.01		–
Exercised		–			–		–		–
Cancelled & expired		(1,313	)		–		–		–
Outstanding, September 30, 2021		326,533			46.77		4.79	$	–
Options exercisable, September 30, 2021		305,556			46.10		4.72	$	–

Schedule of warrants outstanding

	Share		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2021		466,636	$	52.50		6.31	$	–
Granted		437,500	$	42.51		2.42	$	7,813
Exercised		–	$	–		–	$	–
Expired		–	$	–		–	$	–
Outstanding, September 30, 2021		904,136	$	47.68		4.04	$	–
Warrants exercisable, September 30, 2021		904,136	$	47.68		4.04	$	7,813

Warrant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Assumptions used

	Three Months Ended September 30				Nine Months Ended September 30
	2021		2020		2021		2020
Expected volatility		157.44%		–		157.44%		449.47%
Expected dividend yield		–		–		–		–
Risk-free interest rate		0.82%		–		0.82%		0.91%
Expected term (in years)		5.00		–		5.00		5.83

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ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended			8 Months Ended	9 Months Ended	11 Months Ended
	Feb. 28, 2020	Apr. 30, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 09, 2020	Sep. 30, 2021	Dec. 07, 2018	Dec. 06, 2018	Dec. 31, 2020	Sep. 30, 2019	May 10, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration valued									$ 20,000,000
Value of common stock				$ 350,000	$ 548,990
Cash paid for acquisition									$ 500,000
Accumulated deficit			$ 194,904,072				$ 194,904,072			$ 186,168,926
Reverse stock- split						1 for 400 reverse stock- split
Series E Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares	3,937
Advangelists [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable												$ 7,512,500
Advangelists [Member] | GEAL [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable										$ 9,500,000
Glen Eagles Acquisition L P [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Membership interest			48.00%				48.00%
Advangelists L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Membership interest			52.00%				52.00%
Consideration valued							$ 20,000,000
Business transferred shares							9,209,722
Monthly payments							$ 500,000
Advance payments		$ 500,000
Warrant shares							300,000
Principal amount			$ 1,530,000				$ 1,530,000				$ 6,780,000
Unpaid interest							$ 510,000
Advangelists L L C [Member] | Series E Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exercise price			$ 48				$ 48
Warrant shares							82,031
Principal amount			$ 5,250,000				$ 5,250,000
Common stock shares							164,062
Advangelists L L C [Member] | Glen Eagles [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock shares			412,500				412,500
Advangelists L L C [Member] | Mobiquity [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants issued							269,384
Warrants exercise price			$ 56				$ 56
Warrants value							$ 3,844,444
Advangelists L L C [Member] | Gopher [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Value of common stock							$ 6,155,556
Advangelists [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration valued								$ 10,000,000
Cash paid for acquisition								500,000
Advangelists [Member] | GEAL [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash paid for acquisition								$ 500,000

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Product Information [Line Items]
Cash over FDIC insurance limits	$ 472,082		$ 114,986
Allowance for doubtful accounts	386,600		386,600
Impairment losses on long lived assets			4,000,000
Advertising costs	$ 159		$ 1,400
Antidilutive shares excluded from earnings per share calculation	1,230,669
Accounts Receivable [Member] | Six Customers [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage	55.00%		58.00%
Revenue Benchmark [Member] | Four Customers [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage	36.00%	48.00%
Revenue Benchmark [Member] | Five Customers [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage			42.00%

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ACQUISITION OF ADVANGELISTS, LLC (Details)	11 Months Ended
	Dec. 06, 2018 USD ($)
Business Combination and Asset Acquisition [Abstract]
$9,500,000 Promissory note	$ 9,500,000
Cash	500,000
Mobiquity Technologies, Inc. warrants	3,844,444
Gopher Protocol Inc. common stock	6,155,556
Total amount transferred	$ 20,000,000

XML

ACQUISITION OF ADVANGELISTS, LLC (Details - Consideration paid, identifiable assets acquired, and liabilities assumed) - Advangelists [Member]	Dec. 06, 2018 USD ($)
Financial assets:
Cash and cash equivalents	$ 216,799
Accounts receivable, net	2,679,698
Property and equipment, net	20,335
Intangible assets (a)	10,000,000
Accounts payable and accrued liabilities	(2,871,673)
Purchase price expensed	9,954,841
Total amount identifiable assets and liabilities	$ 20,000,000

XML

ACQUISITION OF ADVANGELISTS, LLC (Details - Intangible assets) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible asset, gross	$ 9,003,676	$ 9,003,676
Accumulated amortization	(4,706,473)	(3,355,922)
Intangible assets, net	$ 4,297,203	5,647,754
ATOS Platform [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Intangible asset, gross	$ 6,000,000	6,000,000
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Intangible asset, gross	$ 3,003,676	$ 3,003,676

XML

ACQUISITION OF ADVANGELISTS, LLC (Details - Future amortization)	Dec. 31, 2020 USD ($)
Business Combination and Asset Acquisition [Abstract]
2021	$ 450,185
2022	1,800,736
2023	1,800,736
2024	245,546
Thereafter

XML

ACQUISITION OF ADVANGELISTS, LLC (Details Narrative) - USD ($)	4 Months Ended	5 Months Ended	8 Months Ended	9 Months Ended		11 Months Ended		12 Months Ended
	Apr. 30, 2019	May 31, 2019	Sep. 13, 2019	Sep. 30, 2021	Sep. 30, 2020	Dec. 07, 2018	Dec. 06, 2018	Dec. 31, 2020	Dec. 31, 2019	Sep. 15, 2019	May 16, 2019	May 10, 2019
Business Acquisition [Line Items]
Cash paid for acquisition							$ 500,000
Proceeds from convertible note				$ 2,643,000	$ 915,842
Business combination consideration transferred							$ 20,000,000
ATOS [Member]
Business Acquisition [Line Items]
Goodwill impairment								$ 4,000,000	$ 0
AVNG Note [Member]
Business Acquisition [Line Items]
Note payable										$ 1,530,000
Debt converted, debt amount		$ 5,250,000
AVNG Note [Member] | Warrant [Member]
Business Acquisition [Line Items]
Warrant exercise price		$ 48.00
Debt converted, shares issued		82,031
AVNG Note [Member] | Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Debt converted, shares issued		65,625
AVNG Note [Member] | Deepankar Katyal [Member]
Business Acquisition [Line Items]
Note payable		$ 6,750,000								$ 1,530,000	$ 6,750,000
Note exchanged		7,512,500									$ 7,512,500
Debt converted, debt amount		$ 5,250,000		$ 5,250,000
AVNG Note [Member] | Deepankar Katyal [Member] | Warrant [Member]
Business Acquisition [Line Items]
Warrant exercise price		$ 48.00		$ 48.00
Debt converted, shares issued		82,032		82,032
AVNG Note [Member] | Deepankar Katyal [Member] | Series E Preferred Stock [Member]
Business Acquisition [Line Items]
Debt converted, shares issued		65,625		65,625
Gene Salkind [Member]
Business Acquisition [Line Items]
Proceeds from convertible note			$ 2,300,000
Debt stated interest rate				15.00%
Debt maturity date				Sep. 30, 2029
Advangelists [Member]
Business Acquisition [Line Items]
Note payable												$ 7,512,500
Percentage ownership								100.00%
GEAL [Member] | Advangelists [Member]
Business Acquisition [Line Items]
Note payable								$ 9,500,000
Advangelists [Member]
Business Acquisition [Line Items]
Payment for investment	$ 600,000
GTECH [Member] | Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Stock exchanged, shares transferred			110,000
Advangelists [Member]
Business Acquisition [Line Items]
Cash paid for acquisition						$ 500,000
Business combination consideration transferred						$ 10,000,000
Advangelists [Member] | Merger Agreement [Member]
Business Acquisition [Line Items]
Warrant exercise price						$ 56.00
Warrants issued, shares						269,385
Advangelists [Member] | GEAL [Member]
Business Acquisition [Line Items]
Cash paid for acquisition						$ 500,000
Advangelists [Member] | Gopher Protocol, Inc. [Member]
Business Acquisition [Line Items]
Stock transferred						9,209,722

XML

NOTES PAYABLE AND DERIVATIVE LIABILITIES (Details) - USD ($)	2 Months Ended		3 Months Ended	4 Months Ended	5 Months Ended		7 Months Ended		9 Months Ended	11 Months Ended
	Feb. 19, 2021	Feb. 20, 2020	Sep. 30, 2021	Apr. 29, 2021	Jun. 12, 2020	May 31, 2019	Jul. 28, 2021	Aug. 11, 2020	Sep. 30, 2021	Nov. 25, 2020	Sep. 07, 2021	Dec. 31, 2020	Sep. 15, 2019
Debt Instrument [Line Items]
Total debt			$ 5,111,523						$ 5,111,523			$ 3,351,283
Current portion of debt			2,411,523						2,411,523			901,283
Long-term portion of debt			2,700,000						2,700,000			2,450,000
Debt forgiveness			265,842
Debt converted, amount converted			1,138,904
Business Capital Providers 1 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable		$ 250,000
Debt payment frequency		daily
Debt periodic payment		$ 2,556
Business Capital Providers 2 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable					$ 250,000
Debt payment frequency					daily
Debt periodic payment					$ 2,556
Business Capital Providers 3 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable								$ 250,000
Debt payment frequency								daily
Debt periodic payment								$ 2,556
Business Capital Providers 7 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable										$ 310,000
Debt payment frequency										daily
Debt periodic payment										$ 2,700
Business Capital Providers 8 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable	$ 250,000
Debt payment frequency	daily
Debt periodic payment	$ 2,556
Business Capital Providers 9 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable				$ 300,000
Debt payment frequency				daily
Debt periodic payment				$ 2,700
Business Capital Providers 10 [Member]
Debt Instrument [Line Items]
Proceeds from loan payable							$ 300,000
Debt payment frequency							daily
Debt periodic payment							$ 2,531
Convertible Note [Member]
Debt Instrument [Line Items]
Debt face amount											$ 1,943,000
Original issue discounts											$ 74,500
Debt converted, amount converted									1,149,500
Unsecured Promissory Note [Member] | Steven Morse Esq [Member]
Debt Instrument [Line Items]
Proceed from debt									100,000
Mob-Fox US LLC [Member]
Debt Instrument [Line Items]
Total debt												30,000
Dr. Salkind, et al [Member]
Debt Instrument [Line Items]
Total debt			2,700,000						2,700,000			2,550,000
Small Business Administration [Member]
Debt Instrument [Line Items]
Total debt			150,000						150,000			415,842
Subscription Agreements [Member]
Debt Instrument [Line Items]
Total debt			768,000						768,000
Blue Lake Partners [Member]
Debt Instrument [Line Items]
Total debt			1,125,000						1,125,000
Business Capital Providers [Member]
Debt Instrument [Line Items]
Total debt			$ 368,523						$ 368,523			$ 355,441
AVNG Note [Member]
Debt Instrument [Line Items]
Debt Conversion, Original Debt, Amount						$ 5,250,000
Long-term Debt													$ 1,530,000
AVNG Note [Member] | Series E Preferred Stock [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued						65,625
AVNG Note [Member] | Warrant [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued						82,031
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 48.00

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NOTES PAYABLE AND DERIVATIVE LIABILITIES (Details Narrative) - AVNG Note [Member] - USD ($)	Sep. 15, 2019	May 31, 2019	May 16, 2019
Debt Instrument [Line Items]
Long-term Debt	$ 1,530,000
Deepankar Katyal [Member]
Debt Instrument [Line Items]
Note exchanged		$ 7,512,500	$ 7,512,500
Long-term Debt	$ 1,530,000	$ 6,750,000	$ 6,750,000

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DEBT AND RECEIVABLES PURCHASE FINANCING (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended	9 Months Ended
	Sep. 30, 2021	Jul. 28, 2021	Jun. 30, 2020	May 31, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Apr. 29, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt	$ 5,111,523					$ 5,111,523			$ 3,351,283
Proceeds from convertible debt						2,643,000	$ 915,842
Conversion of Stock, Amount Converted					$ 30,694
Interest rate	10.00%
Net of principal of debt	$ 1,012,500					1,012,500
Securities Purchase Agreements [Member] | Two Accredited Investors [Member]
Debt Instrument [Line Items]
Conversion of Stock, Shares Issued	56,250
Principal amount	$ 1,125,000					1,125,000
Nine Lender Investors [Member]
Debt Instrument [Line Items]
Debt	$ 668,000					$ 668,000
Debt instrument maturity date						Oct. 31, 2021
Conversion price	$ 6					$ 6
Common stock per share						$ 6
Three Lender Investors [Member]
Debt Instrument [Line Items]
Debt	$ 200,000					$ 200,000
Debt instrument amount	$ 100,000					$ 100,000
Conversion price	$ 6					$ 6
Common stock per share						$ 6
Conversion of Stock, Shares Issued						40,000
Eleven Lender Investors [Member]
Debt Instrument [Line Items]
Debt	$ 819,500					$ 819,500
Debt instrument maturity date						Jun. 30, 2022
Conversion price	$ 4					$ 4
Conversion of Stock, Shares Issued						156,761
Proceeds from convertible debt						$ 745,000
Conversion of Stock, Amount Converted						819,500
Four Lender Investors [Member]
Debt Instrument [Line Items]
Debt	$ 130,000					$ 130,000
Debt instrument maturity date						Jun. 30, 2022
Conversion price	$ 4					$ 4
Conversion of Stock, Shares Issued						5,904
Conversion of Stock, Amount Converted						$ 30,000
Dr Gene Salkind [Member]
Debt Instrument [Line Items]
Debt	$ 2,700,000					$ 2,700,000
Debt instrument maturity date		Apr. 29, 2021				Jul. 28, 2021
Business Capital	$ 405,000	$ 405,000				$ 405,000
Future receivables for purchase price		300,000				$ 300,000
Daily payments		$ 2,531						$ 2,700
Merchant Agreement [Member]
Debt Instrument [Line Items]
Debt instrument amount								$ 1,060,000
S B A Loan [Member]
Debt Instrument [Line Items]
Bank Loan				$ 265,842
Debt instrument term				five-year term
Interest rate				1.00%
E I D L Loan [Member]
Debt Instrument [Line Items]
Bank Loan			$ 150,000
Debt instrument term			30-year term
Interest rate			3.75%

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STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	3 Months Ended							4 Months Ended				5 Months Ended					6 Months Ended				7 Months Ended	8 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Apr. 14, 2021	Apr. 08, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	May 10, 2021	Apr. 30, 2021	Apr. 21, 2021	Apr. 16, 2021	Jun. 09, 2021	May 24, 2021	May 19, 2021	May 18, 2021	May 17, 2021	Jul. 15, 2021	Jul. 14, 2021	Jul. 08, 2021	Jun. 18, 2021	Aug. 11, 2021	Sep. 07, 2021	Aug. 25, 2021	Aug. 16, 2021	Sep. 30, 2021	Sep. 16, 2021	Sep. 15, 2021	Sep. 30, 2020	Sep. 10, 2021	Sep. 02, 2021	Aug. 12, 2021	Jul. 29, 2021
Class of Stock [Line Items]
Stock issued for services, value	$ 53,500	$ 37,975			$ 81,825	$ 94,999	$ 384,002
Debt converted, amount converted	$ 1,138,904
Share price	$ 7.25																								$ 7.25
Short term loan			$ 100,000																													$ 300,000
Sale Of Stock [Member]
Class of Stock [Line Items]
Share price										$ 6.00
Stock Issued During Period, Shares, New Issues										41,667
Note holder [Member]
Class of Stock [Line Items]
Debt converted, amount converted																												$ 30,695
Debt converted, shares issued																												1,919
Proceeds from Other Equity																												$ 5,000
One Investor [Member]
Class of Stock [Line Items]
Number of restricted common stock sold				16,667
Share price				$ 6.00
One Investor 2 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt			$ 100,000
Number of restricted common stock issued for loan origination fee			2,500
Repayments of Short-term Debt										$ 100,000
One Investor 3 [Member]
Class of Stock [Line Items]
Number of restricted common stock sold											41,667
Share price											$ 6.00
One Investor 4 [Member]
Class of Stock [Line Items]
Debt converted, amount converted																									$ 105,000
Debt converted, shares issued																									10,000
Stock issued for exchanges of loan									$ 100,000
One Investor 5 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt								$ 100,000
Short term loan								105,000
Origination fee								$ 5,000
One Investor 6 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt																$ 100,000
Short term loan																$ 100,000
Number of restricted common stock issued for loan origination fee																6,000
One Investor 7 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt															$ 100,000
Short term loan															$ 100,000
Number of restricted common stock issued for loan origination fee															5,000
One Investor 8 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt														$ 50,000
Short term loan														$ 50,000
Number of restricted common stock issued for loan origination fee														3,000
One Investor 9 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt													$ 50,000
Short term loan													$ 50,000
Number of restricted common stock issued for loan origination fee													3,000								1,250
Three Investors [Member]
Class of Stock [Line Items]
Short term loan												$ 400,000
Number of restricted common stock issued for loan origination fee												10,000
Origination fee												$ 20,000
Proceed from issuance of debt												$ 420,000
Two Investors [Member]
Class of Stock [Line Items]
Short term loan																				$ 120,000			$ 43,000								$ 200,000
Origination fee																		$ 7,500		12,000
Proceed from issuance of debt																				$ 132,000
Two Investors 1 [Member]
Class of Stock [Line Items]
Short term loan																			$ 80,000
Origination fee																			5,000
Proceed from issuance of debt																			$ 85,000
Two Investors 2 [Member]
Class of Stock [Line Items]
Short term loan																		75,000
Proceed from issuance of debt																		$ 82,500
Two Investors 3 [Member]
Class of Stock [Line Items]
Short term loan																	$ 150,000
Origination fee																	5,000
Proceed from issuance of debt																	$ 155,000
One Investor 10 [Member]
Class of Stock [Line Items]
Short term loan																					$ 25,000
Two Investor [Member]
Class of Stock [Line Items]
Number of restricted common stock issued for loan origination fee															10,000								2,150
One Investor 11 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt																								$ 50,000
One Investor 12 [Member]
Class of Stock [Line Items]
Short term loan																														$ 25,000
One Investor 13 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt																						$ 55,000
Short term loan																						$ 50,000
Number of restricted common stock issued for loan origination fee																						5,000
One Investor 14 [Member]
Class of Stock [Line Items]
Short term loan																													$ 25,000
One Investor 15 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt																											$ 55,000
Short term loan																											$ 50,000
Number of restricted common stock issued for loan origination fee																											5,000
One Investor 16 [Member]
Class of Stock [Line Items]
Proceeds from Short-term Debt																										$ 55,000
Short term loan																										$ 50,000
Number of restricted common stock issued for loan origination fee																										5,000
Common Stock [Member]
Class of Stock [Line Items]
Stock issued for services, shares																									22,500			25,625
Stock issued for services, value																									$ 173,300			$ 470,000
Common Stock [Member] | Preferred Stock Series E [Member]
Class of Stock [Line Items]
Stock converted, shares converted																												3,937
Stock converted, common shares issued																												9,843
Common Stock [Member] | Warrants [Member]
Class of Stock [Line Items]
Stock converted, shares converted																												77,220
Warrant [Member] | Preferred Stock Series E [Member]
Class of Stock [Line Items]
Stock converted, warrants issued																												4,921
Warrant exercise price						$ 48.00																						$ 48.00
Warrant expiration date						Sep. 30, 2023																						Sep. 30, 2023

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OPTIONS AND WARRANTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	$ 717,168	$ 54,589	$ 1,289,899	$ 1,930,353
Employees [Member] | Equity Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	298,105	54,589	831,267	1,331,459
Employees [Member] | Stock Grants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	0	0	0	0
Non-Employees [Member] | Equity Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	0	0	0	0
Non-Employees [Member] | Stock Grants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	0	0	0	0
Non-Employees [Member] | Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total stock-based compensation expense	$ 419,063	$ 0	$ 458,632	$ 598,894

XML

STOCK OPTION PLANS (Details - Assumptions)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	0.00%	746.54%	89.11%	592.89%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	0.00%	0.27%	1.16%	0.74%
Expected term (in years)		5 years	10 years	5 years
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	157.44%	0.00%	157.44%	449.47%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	0.82%	0.00%	0.82%	0.91%
Expected term (in years)	5 years		5 years	5 years 9 months 29 days

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STOCK OPTION PLANS (Details- Option Activity) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares outstanding - beginning | shares	302,846
Weighted average exercise price - beginning | $ / shares	$ 45.85
Weighted average contractural term - beginning	4 years 7 months 24 days
Aggregate intrinsic value - beginning | $	$ 0
Shares granted | shares	25,000
Weighted average exercise price - shares granted | $ / shares	$ 60.00
Weighted average contractural term -granted	9 years 3 days
Aggregate intrinsic value - granted | $	$ 0
Shares exercised | shares	0
Weighted average exercise price - shares Exercised | $ / shares	$ 0
Aggregate intrinsic value - Exercised | $	$ 0
Shares cancelled and expired | shares	(1,313)
Weighted average exercise price - shares Cancelled | $ / shares	$ 0
Aggregate intrinsic value - Cancelled & Expired | $	$ 0
Shares outstanding - ending | shares	326,533
Weighted average exercise price - ending | $ / shares	$ 46.77
Weighted average contractural term - ending	4 years 9 months 14 days
Aggregate intrinsic value - ending | $	$ 0
Shares exercisable | shares	305,556
Weighted average exercise price - exercisable | $ / shares	$ 46.10
Weighted average contractural term - exercisable	4 years 8 months 19 days
Aggregate intrinsic value - exercisable | $	$ 0

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STOCK OPTION PLANS (Details-Warrants Outstanding) - Warrant [Member]	9 Months Ended
	Sep. 30, 2021 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding - beginning | shares	466,636
Weighted average exercise price - beginning	$ 52.50
Weighted average contractural term - beginning	6 years 3 months 21 days
Aggregate intrinsic value - beginning | $	$ 0
Warrants granted | shares	437,500
Weighted average exercise price - shares granted	$ 42.51
Weighted average contractural term - exercisable	2 years 5 months 1 day
Aggregate intrinsic value - granted	$ 7,813
Warrants exercised | shares	0
Weighted average exercise price - shares Exercised	$ 0
Aggregate intrinsic value - Exercised | $	$ 0
Warrants cancelled and expired | shares	0
Weighted average exercise price - shares Cancelled	$ 0
Aggregate intrinsic value - Expired | $	$ 0
Warrants outstanding - ending | shares	904,136
Weighted average exercise price - ending	$ 47.68
Weighted average contractural term - ending	4 years 14 days
Aggregate intrinsic value - ending | $	$ 0
Warrants exercisable | shares	904,136
Weighted average exercise price - exercisable	$ 47.68
Weighted average contractural term - exercisable	4 years 14 days
Aggregate intrinsic value - exercisable | $	$ 7,813

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STOCK OPTION PLANS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price	$ 7.25
Unamortized compensation cost related to stock option awards	$ 1,209,692
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of options	$ 0	$ 0
Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under plan	150,000

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EXECUTIVE COMPENSATION (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 13, 2020	Sep. 13, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary			$ 1,130,040	$ 496,564	$ 1,731,912	$ 2,005,216
Dean Julia [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary					$ 360,000
Vested term					10 years
Options to purchase of shares					62,500
Exercisable price			$ 60		$ 60
Paul Bauersfeld [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary					$ 25,000
Vested term					10 years
Options to purchase of shares					25,000
Exercisable price			60		$ 60
Sean Trepeta [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary					$ 20,000
Vested term					10 years
Options to purchase of shares					25,000
Exercisable price			$ 60		$ 60
Deepankar Katyal [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary					$ 400,000		$ 1,200,000	$ 1,200,000
Options to purchase of shares		37,500
Exercisable price		$ 36.00
Vested shares	12,500	25,000
Annual dividends					600,000
Sean Mc Donnell [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Base salary					$ 11,000

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AGREEMENTS WITH KATYAL (Details Narrative) - Stock Purchase Agreement [Member]	8 Months Ended
	Sep. 13, 2019 shares
MOBQ [Member]
Stock exchanged, shares received	15,000,000
GTECH [Member]
Stock exchanged, shares transferred	110,000

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LITIGATION (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 31, 2020	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
License fees		$ 584,945
Website Cost	$ 42,464
Rent payment		$ 44,000

XML

COMMITMENTS (Details Narrative) - USD ($)	1 Months Ended	5 Months Ended	9 Months Ended
	Feb. 28, 2020	May 31, 2019	Sep. 30, 2021
Series E Preferred Stock [Member]
Debt Instrument [Line Items]
Common stock issued for note conversion, shares	3,937
Conversion of Stock, Shares Issued	9,348
AVNG Note [Member]
Debt Instrument [Line Items]
Conversion of Stock, Amount Converted		$ 5,250,000
AVNG Note [Member] | Series E Preferred Stock [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		65,625
AVNG Note [Member] | Warrant [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		82,031
Warrant exercise price		$ 48.00
AVNG Note [Member] | Deepankar Katyal [Member]
Debt Instrument [Line Items]
Conversion of Stock, Amount Converted		$ 5,250,000	$ 5,250,000
AVNG Note [Member] | Deepankar Katyal [Member] | Series E Preferred Stock [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		65,625	65,625
AVNG Note [Member] | Deepankar Katyal [Member] | Warrant [Member]
Debt Instrument [Line Items]
Debt converted, shares issued		82,032	82,032
Warrant exercise price		$ 48.00	$ 48.00