Mobiquity (MOBQ) 10-Q 14 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 11, 2015
Document and Entity Information
Entity Registrant Name	Mobiquity Technologies, Inc.
Entity Central Index Key	1,084,267
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		75,395,562

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 1,446,061	$ 1,654,171
Accounts receivable, net	298,131	445,892
Inventory, net	211,298	190,854
Prepaid expenses and other current assets	108,831	152,502
Total Current Assets	2,064,321	2,443,419
Property and equipment, net	171,541	262,480
Intangible assets, net	80,017	94,328
Other Assets	41,616	33,741
Total Assets	2,357,495	2,833,968
Current Liabilities:
Accounts payable	452,036	609,957
Accrued expenses	311,017	369,383
Convertible promissory note	322,000	322,000
Total Current Liabilities	1,085,053	1,301,340
Long-term portion of convertible notes	3,933,795	2,573,979
Total Liabilities	5,018,848	3,875,319
Stockholders' Deficit:
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, zero and zero shares issued and outstanding at June 30, 2015 and December 31, 2014 respectively	0	0
Common stock, $.0001 par value; 200,000,000 and 200,000,000 shares authorized; 74,700,562 and 64,818,243 shares issued and outstanding at June 30, 2015, and December 31, 2014	7,475	6,482
Additional paid-in capital	32,870,001	28,966,269
Accumulated other comprehensive loss	(6,091)	(2,236)
Accumulated deficit	(35,532,738)	(30,011,866)
Total Stockholders' Deficit	(2,661,353)	(1,041,351)
Total Liabilities and Stockholders' Deficit	$ 2,357,495	$ 2,833,968

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock shares authorized	5,000,000	5,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	74,700,562	64,818,243
Common stock outstanding	74,700,562	64,818,243

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
Revenues, net	$ 571,568	$ 928,530	$ 1,086,951	$ 1,559,351
Cost of Revenues	430,599	743,496	868,023	1,249,378
Gross Profit	140,969	185,034	218,928	309,973
Operating Expenses:
Selling, general and administrative expenses	2,984,395	2,090,199	5,562,500	4,553,137
Total Operating Expenses	2,984,395	2,090,199	5,562,500	4,553,137
Loss from Operations	(2,843,426)	(1,905,165)	(5,343,572)	(4,243,164)
Other Income (Expense):
Interest expense	(98,470)	(13,361)	(177,336)	(23,490)
Interest income	12	42	36	93
Total Other Income (Expense)	(98,458)	(13,319)	(177,300)	(23,397)
Net Loss	(2,941,884)	(1,918,484)	(5,520,872)	(4,266,561)
Other Comprehensive Income (Loss)	(6,091)	4,832	(6,091)	(1,158)
Net Comprehensive Loss	$ (2,947,975)	$ (1,913,652)	$ (5,526,963)	$ (4,267,719)
Net Loss Per Common Share:
Basic and Diluted	$ (0.04)	$ (0.03)	$ (0.08)	$ (0.08)
Weighted Average Common Shares Outstanding:
Basic and diluted	72,695,216	60,601,623	68,832,778	56,029,260

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows from Operating Activities:
Net loss	$ (5,520,872)	$ (4,267,719)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	110,471	163,159
Stock-based compensation	955,214	1,642,194
Stock issued for services	140,340	0
Debt discount on deferred financing	9,816	0
(Increase) decrease in operating assets:
Accounts receivable	147,761	61,831
Inventory	(20,444)	(96,140)
Prepaid expenses and other assets	35,796	5,720
Increase (decrease) in operating liabilities:
Accounts payable	(157,921)	27,901
Accrued expenses	30,805	(53,225)
Total adjustments	1,251,838	1,751,440
Net Cash Used in Operating Activities	(4,269,034)	(2,516,279)
Cash Flows from Investing Activities:
Purchase of property and equipment	(5,221)	(17,607)
Net Cash Used in Investing Activities	(5,221)	(17,607)
Cash Flows from Financing Activities:
Proceeds from Loan	1,350,000	0
Proceeds from issuance of stock	2,720,000	2,523,800
Net Cash Provided by Financing Activities	4,070,000	2,523,800
Net Increase (Decrease) in Cash and Cash Equivalents	(204,255)	(10,086)
Cash and Cash Equivalents, beginning of period	1,654,171	1,740,989
Change in foreign currency	(3,855)	0
Cash and Cash Equivalents, end of period	1,446,061	1,730,903
Supplemental Disclosure Information:
Cash paid for interest	51,150	10,129
Cash paid for taxes	0	0
Non-cash Disclosures:
Stock issued for interest	$ 89,171	$ 0

1. Summary of Significant Accou

1. Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NATURE OF OPERATIONS — On September 10, 2013, Mobiquity Technologies, Inc. changed its name from Ace Marketing & Promotions, Inc. (the "Company" or "Mobiquity"). We operate through two wholly-owned U.S. subsidiaries, namely, Mobiquity Networks, Inc. and Ace Marketing & Promotions, Inc. Mobiquity Networks owns 100% of Mobiquity Wireless S.L.U, a company incorporated in Spain. This corporation has an office in Spain to support our U.S. operations. We operate a national location-based mobile advertising network that has developed a consumer-focused proximity network which we believe is unlike any other in the United States. Our integrated suite of proprietary location based mobile advertising technologies allows clients to execute more personalized and contextually relevant experiences, driving brand awareness and incremental revenue. Leveraging our agreement with Simon Property Group, Inc. (which we refer to herein as Simon or Simon Property), the largest mall operator in the U.S. in terms of number of properties, we have installed our location-based mobile advertising solutions in the common areas of approximately 240 Simon retail destinations across the U.S. to create "smart malls" using Bluetooth-enabled iBeacon compatible technology. In April 2015, we entered into an agreement with Macerich Partnership, L.P. (which we refer to herein as Macerich) to expand our mall footprint into approximately 55 Macerich malls by June 1, 2015. We plan to expand our mall footprint into the common areas of other malls and outside of malls with additional synergistic venues that will allow for cross marketing opportunities, including venues such as stadiums, arenas, additional college campuses, airports and retail chains. For example, we have entered into an agreement with the New York State University at Stony Brook to deploy a mobile advertising network in their new arena. This type of installation will enable fan engagement, cross-marketing opportunities, sponsorship activation and create interactive event experiences. This is our first installation in the university market. Ace Marketing is our legacy marketing and promotions business which provides integrated marketing services to our commercial customers. While Ace Marketing currently represents substantially all of our revenue, we anticipate that activity from Ace Marketing will represent a diminishing portion of corporate revenue as our attention is now principally focused on developing and executing on opportunities in our Mobiquity Networks business. Our Agreements with Mall Property Owners/Managers and IBM Simon Properties We entered into an initial agreement with Simon Property in April 2011. This agreement was amended in September 2013 and July 2014 to, among other things, expand the number of Simon mall properties covered by the agreement. Pursuant to our agreement with Simon, we have the right, on an exclusive basis, to install Bluetooth proximity marketing equipment to send information across the air space of the common areas of our Simon mall network, which includes approximately 240 malls across the United States. Under a master agreement and related agreements between us and Simon covering approximately 240 Simon malls, Simon is entitled to receive fees from us equal to a minimum fee plus the greater of a pre-set, per mall fee or a percentage of revenues derived from within the Simon mall network as well as certain commission fees based on revenues generated through Simon's sales efforts. We believe that the revenue share in which Simon participates will exceed the minimum annual mall fees if we generate revenues within the Simon network of approximately $14 million or more in a calendar year. Our agreement with Simon requires us to maintain letters of credit for each calendar year under the agreement represented by the minimum amount of fees due for such calendar year as well as certain levels of insurance. The agreement also provides for Simon to adjust the number of malls subject to the agreement from time to time based upon changes in its beneficial ownership interest in the malls. Our agreement with Simon expires on December 31, 2017. Our agreement with Simon is subject to earlier termination by either us or Simon following a notice and cure period in the event of a material breach of the agreement. Macerich In April 2015, we entered into a license agreement with Macerich. Pursuant to our agreement with Macerich, we have the right to install Mobi-Beacons to send information across the air space of the common areas of our Macerich mall network, which will, when fully installed we estimate to include approximately 55 malls, across the United States. Our right to install our Mobi-Beacons to market and sell third party paid advertising in the interior common areas of these malls shall be exclusive. Under a Macerich license agreement between us and Macerich currently covering 55 malls, Macerich is entitled to receive fees from us equal to a minimum fee plus the greater of a pre-set per mall fee or a percentage of revenues derived from within the Macerich mall network as well as certain commission fees based on revenues generated through Macerich's sales efforts. We believe that the revenue share in which Macerich participates will exceed the minimum annual mall fees if we generate revenues with the Macerich network of approximately $3 million or more in a calendar year. The agreement also provides for Macerich to adjust the number of malls subject to the agreement from time-to-time based upon changes in its beneficial ownership in the malls. Our agreement with Macerich has a term of three years but is subject to earlier termination (i) with cause following a notice and cure period in the event of material breach of the agreement or (ii) without cause by Macerich after one year on 90 days' prior written notice to us. In the event of termination of the agreement without cause, Macerich will reimburse us for certain out-of-pocket expenses. IBM In April 2015, we entered into a Joint Initiative Agreement with IBM and enrolled as an IBM Business Partner through IBM's PartnerWorld program. We are teaming with IBM to deliver jointly developed solutions for mall-based tenants, including retail clients. These solutions leverage the Mobiquity Networks beacon platform deployed exclusively in the common areas of our mall footprint across the United States, as well as our SDK which can be embedded within mall clients' mobile apps, to deliver relevant content in real time to shoppers' smart phones as they visit these malls. IBM has agreed to work with these clients to provide the analytics solutions needed to deliver personalized, one-on-one content to shoppers through our platform, and to help clients obtain insights from shopper transactions to drive improved customer experience and business performance. IBM services will also provide the integration capabilities needed to combine the Mobiquity Network platform in the mall common areas with the in-store server and network infrastructure, to optimize delivery of context-relevant content for the shopper. Together, our Joint initiative Agreement with IBM can help their mall clients provide enhanced omni-channel marketing solutions and optimize business results. The agreement has an initial terms of two years and may be extended by agreement of the parties. PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial statements include the accounts of Mobiquity Technologies, Inc., formerly known as Ace Marketing & Promotions, Inc., and its wholly owned subsidiaries, Mobiquity Networks, Inc., Ace Marketing, Inc., (which has had its name changed to Ace Marketing & Promotions, Inc. and Mobiquity Wireless S.L.U.). All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, the Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2015 and 2014 and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 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 consolidated financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of June 30, 2015, results of operations for the three months and six months ended June 30, 2015 and 2014 and cash flows for the six months ended June 30, 2015 and 2014. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months ended June 30, 2015 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 Financial Statements. The information contained in this report on Form 10-Q should he read in conjunction with our Form 10-K for our fiscal year ended December 31, 2014. 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. FAIR VALUE OF FINANCIAL INSTRUMENTS - Effective January 1, 2008, the Company adopted FASB ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of June 30, 2015 and December 31, 2014. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. The carrying amounts of financial instruments, including accounts receivable, accounts payable and accrued liabilities, and promissory note, approximated fair value as of June 30, 2015 and December 31, 2014, because of the relatively short-term maturity of these instruments and their market interest rates. No instruments are carried at fair value. RECLASSIFICATIONS - Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. CASH AND CASH EQUIVALENTS - CONCENTRATION OF CREDIT RISK - 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, as a consequence, believes that its receivable credit risk exposure is limited. 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 June 30, 2015 and December 31, 2014, the Company exceeded FDIC limits by $1,013,509 and $1,292,227, respectively. REVENUE RECOGNITION — The Company recognizes revenue, for all revenue streams, when it is realized or realizable and estimable in accordance with ASC 605, "Revenue Recognition". · Persuasive evidence for an agreement exists; · Service has been provided; · The fee is fixed or determinable; and, · Collection is reasonably assured. ACE MARKETING — Ace Marketing's revenue is recognized when title and risk of loss transfers to the customer and the earnings process is complete. In general, title passes to our customers upon the customer's receipt of the merchandise. Revenue is recognized on a gross basis since Ace Marketing has the risks and rewards of ownership, latitude in selection of vendors and pricing, and bears all credit risk. Advance payments made by customers are included in customer deposits. Ace Marketing records all shipping and handling fees billed to customers as revenues and related costs as cost of goods sold, when incurred. Additional source of revenue, derived from emails/texts directly to consumers are recognized under contractual arrangements. Revenue from this advertising method is recognized at the time of service provided. MOBIQUITY NETWORKS - Mobiquity Networks. Mobiquity has three avenues of income with our beacon platform, Bluetooth Push and Wi-Fi. Revenue is realized with the signing of the advertising contract. The customer signs a contract directly with us for an advertising campaign with mutually agreed upon term and is billed on the start date of the advertising campaign, which are normally in short duration periods. Revenue is recognized the same way for the three mobile solutions. The first option to earn revenue with the beacon platform is for customers to contract for advertising campaigns, on our platform, either directly through their own app or through various third party apps. The second option to earn revenue is through a revenue share with advertising exchanges and networks that deliver advertising campaigns to their customers based on our real-time location signal data. The third option would be through selling our historical data to data management platform companies. 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 credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of June 30, 2015 and December 31, 2014, allowance for doubtful accounts were $40,000 and $40,000, respectively. INVENTORY - Inventory is recorded at cost (First In, First Out) and is comprised of finished goods. The Company maintains an inventory on hand for its largest customer's frequent order items. All items held are branded for the customer, therefore are not available for public distribution. The Company has an agreement with this customer, for cost recovery, if vendor relationship is terminated. There have been minimal reserves placed on inventory, based on this arrangement. As of June 30, 2015 and December 31, 2014, the Company has reserved against $31,676 and $31,676, 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 of three to five years. Leasehold improvements are being amortized using the straight-line method over sixty months of 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 such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented. WEBSITE TECHNOLOGY - Website technology developed during the prior years were capitalized for the period of development and testing. Expenditures during the planning stage and after implementation have been expensed in accordance with ASC 985. ADVERTISING COSTS - 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 8 "Stock Option Plans" in the Notes to Consolidated Financial Statements in BENEFICIAL CONVERSIONS - 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. FOREIGN CURRENCY TRANSLATIONS - The Company's functional and reporting currency is the U.S. dollar. We own a subsidiary in Europe. Our subsidiary's functional currency is the EURO. All transactions initiated in EUROs are translated into U.S. dollars in accordance with ASC 830-30, the average exchange rate of 1.1094% and period end exchange rate of 1.300% were used for the second quarter of 2015 "Translation of Financial Statements," (i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. (ii) Fixed assets and equity transactions at historical rates. (iii) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders' equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. No significant realized exchange gains or losses were recorded since March 7, 2013 (date of acquisition of subsidiary) to June 30, 2015. 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 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.

2. Loss Per Share

2. Loss Per Share	6 Months Ended
	Jun. 30, 2015
Earnings Per Share [Abstract]
LOSS PER SHARE	Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Dilutive loss per share gives effect to stock options and warrants, which are considered to be dilutive common stock equivalents. Basic loss per common share was computed by dividing net loss by the weighted average number of shares of common stock outstanding. 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 51,681,000 and 33,304,000 because they are anti-dilutive as a result of a net loss for the three months ended June 30, 2015 and 2014, respectively.

3. Convertible Promissory Note

3. Convertible Promissory Note	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTE	Summary of Convertible Promissory Notes: June 30, June 30, 2015 2014 Arnost Note (a) $ 322,000 $ 322,000 Cavu Notes (b), net of $38,205 debt discounts 211,795 – Berg Notes (c)(d) 3,722,000 – Total Debt 4,255,795 322,000 Current portion of debt 322,000 322,000 Long-term portion of debt $ 3,933,795 $ – (a) On June 12, 2012, the Company closed on a security agreement (the "Security Agreement") with TCA related to a $350,000 Convertible promissory note issued by the Company in favor of TCA (the "Convertible Note"), which Convertible Note was funded by TCA on June 12, 2012. The maturity date of the Convertible Note was December 2013, and the Convertible Note bears interest at a rate of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company's common stock at a price equal to ninety-five percent (95%) of the average of the lowest daily volume weighted average price of the Company's common stock during the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company's option without penalty. The Security Agreement granted to TCA a continuing, first priority security interest in all of the Company's assets, wheresoever located and whether now existing or hereafter arising or acquired. The Company's wholly-owned subsidiary, Mobiquity Networks, Inc., also entered into a similar Security Agreement and Guaranty Agreement. On December 12, 2013, TCA sold its entire interest in the Company's $350,000 secured promissory note to Thomas Arnost, a director of the Company, at face value. Mr. Arnost entered into an amendment to the note to extend the maturity date of the note to June 12, 2014, which was later extended to December 12, 2014 and again extended to December 31, 2015, subject to his right to declare the note due and payable at any time in his sole discretion. Also, the interest rate was raised from 12% per annum to 15% and the conversion price of the shares issuable upon conversion of the note was fixed at $.30 per share. The aforementioned note is convertible at the sole discretion of the noteholder. The Company recognized a beneficial conversion, in the amount of $116,667, based on the fixed conversion price, compared to the fair market trading value at the date of the agreement. The noteholder immediately converted $28,000 into 93,334 shares of common stock in December 2013. The balance on the note is $322,000 as of June 30, 2015 and December 31, 2014. (b) In July 2014, the Company raised $250,000 in gross proceeds from the sale of convertible promissory notes in the principal amount of $250,000 with a maturity date of July 31, 2017. The noteholders also received Class CC Warrants to purchase 125,000 shares of common Stock, exercisable at $1.20 per share through July 31, 2017. The placement agent received $17,500 in cash, 25,000 shares of restricted Common Stock and five-year warrants to purchase 7,500 shares of Common Stock at an exercise price of $.60 per share. The notes bear interest at the rate of 6% per annum with semi-annual payments to be paid on January 31' and July 31' of each year with the first interest payment due on January 31, 2015. At the option of the noteholder, the principal and accrued interest thereon is convertible at the greater of $.50 per share or 85% of the average daily volume weighted average price of the Company's Common Stock on the OTCQB during the 20 trading days immediately preceding the applicable interest date or conversion date. In the event the Company's Common Stock has a closing sales price of at least $1.00 per share on the OTCQB for a period of at least 10 trading days with an average daily volume weighted average of at least 25,000 shares, then the Company's promissory notes shall automatically converted into shares of the Company's Common Stock at 85% of the average VWAP during the 20 trading days immediately preceding the conversion date. The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock. as (c) In November 2014, Carl and Mary Ann Berg 2011 CRT, Carl Berg Trustee, loaned us $1,000,000 pursuant to a two-year unsecured loan. This loan is repayable in November 2016 with interest at the rate of 4% per annum. Carl Berg is the brother of Clyde Berg. In December 2014, the Clyde Berg 2011 CRT with Carl Berg as Trustee, loaned us $1,000,000 pursuant to a two-year unsecured loan. This loan is repayable in December 2016 with interest at the rate of 4% per annum. We have an agreement with the Bergs to loan us an additional $500,000 on the same terms. These monies were received by us in January 2015. On December 29, 2014, Clyde Berg's daughter loaned us $50,000 pursuant to a two-year note. The principal and accrued interest thereon is convertible at any time by the noteholders into shares of common stock at a conversion price of $.50 per share. For every $1.00 of principal and accrued interest thereon converted, the noteholder will also receive a five-year warrant to purchase one share of common stock at an exercise price of $1.00 per share. (d) On December 15, 2014, we entered into a letter agreement with Carl E. Berg. The agreement recognized that Carl and Mary Ann Berg 2011 CRT, Carl Berg Trustee, and Clyde Berg 2011 CRT, Carl Berg Trustee, will have provided $2.5 million of unsecured loans to us between November and December 2014 ($2 million received in 2014, $500,000 received in January 2015). The notes mature two years from the origination date and bear interest at 4%. Pursuant to said letter agreement, we agreed that these unsecured loans may be sold, assigned or transferred to Clyde J. Berg, Carl E. Berg and/or Kara Ann Berg or any entity controlled by any of the aforementioned individuals in a combination of the aforementioned persons or entities. This letter agreement provides that if Mr. Carl E. Berg or any permitted transferee purchases or otherwise acquires the $2.5 million of unsecured notes, that these notes shall be convertible at any time prior to maturity or redemption thereof at a conversion price of $.50 per share. For every $1.00 in principal converted, a five-year warrant to purchase one additional share of common stock at an exercise price of $1.00 per share will be issued. In the event that $2.5 million is timely converted on or before January 30, 2015, we will also issue as a bonus warrants to purchase 1,000,000 shares of common stock, exercisable at $.50 per share over a five year period from the date of issuance. We also agreed to grant Mr. Berg the right to lend us up to an additional $3.75 million of optional loans on the same terms and conditions described above on or before February 15, 2015, 850,000 of which was received by us in February 2015. In the event such optional loan is converted into common stock on or before March 31, 2015, we will also issue as an additional bonus warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $.50 per share from the date of issuance. We also agreed to grant him the right to lend us up to an additional $3.75 million on the same terms and conditions on or before May 15, 2015 and in the event such additional optional loan is converted into common stock on or before June 30, 2015, we will also issue bonus warrants to Mr. Berg to purchase up to 1,000,000 shares of common stock at an exercise price of $.50 per share over a period of five years from the date of issuance. All bonus warrants contain cashless exercise provisions. The 2,000,000 bonus warrants described above assumes full funding of the $7.5 million optional loans and 100% conversion on or before the dates described above. In the event the amount of optional loans is less than an aggregate of $3.75 million converted prior to March 31, 2015 and an additional $3.75 million converted prior to June 30, 2015, then the bonus warrants to purchase an aggregate of 2,000,000 shares will be proportionately reduced. In the second quarter, all dates were extended by the Company unilaterally through June 30, 2015. In summary, in the event all $10 million is provided to us, including an additional $7.5 million on a timely basis, subject to our right of acceptance or rejection in our sole discretion, and all loans are timely converted on or before the dates described above, we will have issued 20 million shares of common stock, 10 million warrants to purchase shares of common stock at an exercise price of $1.00 per share, plus five year bonus warrants to purchase 3,000,000 shares of our common stock at an exercise price of $.50 per share with cashless exercise provisions pertaining to the bonus warrants. Also, in the event the $10 million of funding is completed, Mr. Berg has the right to appoint one independent member to the board, which nominee will be subject to normal background checks. As of June 30, 2015, no additional monies were received by the Company and there have been no conversions of debt into common stock and warrants. The Company evaluated the terms of December 15, 2014 agreement and accounted for the modification of the original notes as an extinguishment of the old notes and fair valued the new note agreement. The Company valued the note with conversion features and warrants and determined that the value of the new agreement resulted in a $322,000 loss on the extinguishment of debt and a corresponding premium to the loan value.

4. Stockholders' Equity (Defici

4. Stockholders' Equity (Deficit)	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	During 2014, the Company has raised gross proceeds of $3,276,310, net of offering costs of $283,990, from the sale of its Common Stock, at $0.30 to $0.50 per share, in exchange for 10,867,669 common shares and warrants to purchase 4,433,839 shares at an exercise price of $.50 to $1.00 per share through December 31, 2017 and 2019. During 2014 the Company received $175,000 of the stock subscription receivables from 2013. During 2014, the Company issued to consultants and employees, 784,000 shares of stock for services rendered, at a fair market value of $366,541. Also, the Company issued another 135,000 shares of the common stock to a consultant for prepaid services, at a fair market value of $53,055. During 2014, the Company recorded $3,117,000 for stock based compensation related to warrants and options. The Company also recorded a beneficial conversion feature of $59,379 related to a convertible promissory note for $250,000. December 2014, the Company issued 500,000 common shares for the receipt of $150,000 cash, from the exercise of 500,000 warrants. During the year ending December 2014, cashless exercise of warrants resulted in the issuance of 66,536 shares of common stock. During 2014, the Company issued 62,791 common shares, valued at $27,000, in payment of interest expense. During the quarter ended March 31, 2015, the Company commenced a private placement offering at an offering price of $.30 per share with matching warrants issued to purchase an additional share of common stock at $.45 per share through March 31, 2020. Three investors purchased an aggregate of 1,666,667 shares for proceeds of $500,000 from our private placement offering on March 30, 2015. The Company also issued 77,143 shares for $27,000 of interest and 90,000 shares for $22,000 of services rendered during the quarter. During the quarter ended June 30, 2015, the Company issued 7,400,000 shares for proceeds of $2,220,000 under the private placement offering. We also issued 236,842 shares for $59,000 of interest and 435,000 shares for $119,000 of services during the quarter.

5. Stock Compensation

5. Stock Compensation	6 Months Ended
	Jun. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK COMPENSATION	Compensation costs related to share-based payment transactions, including employee stock options, are recognized in the financial statements utilizing the straight line method for the cost of these awards. The Company's results for the three month periods ended June 30, 2015 and 2014 include employee share-based compensation expense totaling approximately $501,000 and $551,000, respectively. The Company's results for the six month periods ended June 30, 2015 and 2014 include employee share-based compensation expense totaling approximately $955,000 and $1,642,000, respectively. Such amounts have been included in the Condensed Consolidated Statements of Operations within selling, general and administrative 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 three and six months ended June 30, 2015 and 2014 (unaudited): Three Months Ended Six Months Ended 2015 2014 2015 2014 Employee stock-based compensation - option grants $ 315,763 $ 14,791 $ 751,754 $ 29,582 Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation - option grants 11,455 214,748 29,405 920,261 Non-Employee stock-based compensation - stock grants – 321,603 – 370,748 Non-Employee stock-based compensation-stock warrant 174,055 – 174,055 321,603 Total $ 501,273 $ 551,142 $ 955,214 $ 1,642,194

6. Stock Option Plan

6. Stock Option Plan	6 Months Ended
	Jun. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTION PLAN	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 2,000,000 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 4,000,000. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 4,000,000 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 10,000,000. 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 20,000,000 shares. (The 2005 and 2009 Plans are collectively referred to as the "Plans" and the Company has a combined 14,000,000 shares, which will increase to 24,000,000 shares upon stockholder approval of the increase in the 2009 Plan, available for issuance under 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 and six months ended June 30, 2015 and 2014 are as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 Expected volatility 27.07% 136.44% 32.04% 119.24% Expected dividend yield – – Risk-free interest rate 1.61% .97% 1.90% 1.10% Expected term (in years) 7.25 5 8.89 5.67 Share Weighted Weighted Aggregate Outstanding, January 1, 2015 16,980,000 .51 5.74 $ 160,100 Granted 2,460,000 .30 7.85 Exercised – Cancelled & Expired (600,000 ) Outstanding, June 30, 2015 18,840,000 .40 8.27 $ 9,000 Options exercisable, June 30, 2015 15,117,372 .41 8.17 $ 9,000 The weighted-average grant-date fair value of options granted during the six months ended June 30, 2015 and 2014 was $.40 and $0.41, respectively. The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2015 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 $.25 closing price of the Company's common stock on June 30, 2015. As of June 30, 2015, the fair value of unamortized compensation cost related to unvested stock option awards was $1,334,725. The weighted average assumptions made in calculating the fair value of warrants granted during the three and six months ended June 30, 2015 and 2014 are as follows: Three Months Ended Six Months Ended 2015 2014 2015 2014 Expected volatility 4.68% 156.68% 4.68% 156.681% Expected dividend yield - – – Risk-free interest rate .12% 1.69% .12% 1.69% Expected term (in years) .50 5 .50 5 Share Weighted Weighted Aggregate Outstanding, January 1, 2015 23,773,914 $ .58 2.50 $ 53,500 Granted 9,066,668 $ .45 4.96 – Exercised Expired (6,000 ) Outstanding, June 30, 2015 32,834,582 $ .45 4.74 7,500 Warrants exercisable, June 30, 2015 32,834,582 $ .45 4.74 $ 7,500

7. Commitments and Contingencie

7. Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS — In April 2011, we entered into our agreement with Simon Property Group, which agreement was amended first in September 2013 and then in July 2014. This second amendment provides for us to expand our location-based mobile mall network footprint to about 240 Simon malls across the United States. Our agreement with Simon currently expires December 31, 2017. Simon is entitled to receive fees from us equal to the greater of a pre-set per mall fee or a percentage of revenues derived from within the Simon Mall network. The revenue share agreement in which Simon participates will exceed the minimum annual mall fees if the Company has generated revenues within the Simon network of about $15 million or more in a calendar year. Our agreement with Simon requires the company to maintain letters of credit for each calendar year under the agreement represented by the minimum amount of fees due for such calendar year. For 2015, the minimum fees of $2.7 million has been secured through two bank letters of credit, one of which was issued in the amount of $1,350,000 utilizing the funds of a non-affiliated stockholder and the second letter of credit was obtained in the same amount through the funds of Thomas Arnost, our Executive Chairman. In the event Simon draws down upon either letter of credit, we have 30 days after the draw down to obtain replacement letters of credit. Each person who secured our letters of credit has the opportunity to notify us that they wish to turn the cash funds securing the letters of credit over to us and to convert such funds into Common Stock originally at a conversion price of $1.00 per share and recently adjusted to $.30 per share. Also, each person who issued the letter of credit is receiving quarterly, while the letters of credit are outstanding, options to purchase 125,000 shares of Common Stock, exercisable at the prevailing market price per share on the date of grant and interest at the rate of 8% per annum on the monies that they have had to set aside in their bank accounts and are unable to have access to such monies. In February 2012, the Company entered into a lease agreement for new executive office space of approximately 4,200 square feet located at 600 Old Country Road, Suite 541, Garden City, NY 11530. The lease agreement is for 63 months, commencing April 2012 and expiring June 2017. The annual rent under this office facility for the first year is estimated at $127,000, including electricity, subject to an annual increase of 3%. In the event of a default in which the Company is evicted from the office space, Mobiquity would be responsible to the landlord for an additional payment of rent of $160,000 in the first year of the lease, an additional payment of $106,667 in the second year of the lease and an additional payment of rent of $53,333 in the third year of the lease. Such additional rent would be payable at the discretion of the Company in cash or in Common Stock of the Company. The Company leases office space under non-cancelable operating leases in Farmingville, NY which expired in November 2014. The Company is currently operating on a month to month basis with an increase of 5% in rents. The Company is obligated for the payment of real estate taxes under these leases. The Company also leases on a month to month basis another office in the 600 Old Country Road building which is approximately 800 square feet at a cost of $1650 per month. The Company also leases approximately 1,200 square feet of office and warehouse space in Spain at a monthly cost of approximately $2,200. In March of 2014, the Company entered into a month to month lease agreement for approximately a 400 square foot office space in Manhattan NY at $3,700 per month. In May of 2015 we expanded our current month to month lease agreement for approximately 400 additional square feet for a total rent of $5,250 per month. In April 2015, we entered into a license agreement with Macerich. Pursuant to our agreement with Macerich, we have the right to install Mobi-Beacons to send information across the air space of the common areas of our Macerich mall network, which will, when fully installed we estimate to include approximately 55 malls, across the United States. Our right to install our Mobi-Beacons to market and sell third party paid advertising in the interior common areas of these malls shall be exclusive. Under a Macerich license agreement between us and Macerich currently covering 55 malls, Macerich is entitled to receive fees from us equal to a minimum fee plus the greater of a pre-set per mall fee or a percentage of revenues derived from within the Macerich mall network as well as certain commission fees based on revenues generated through Macerich's sales efforts. We believe that the revenue share in which Macerich participates will exceed the minimum annual mall fees if we generate revenues with the Macerich network of approximately $3 million or more in a calendar year. The agreement also provides for Macerich to adjust the number of malls subject to the agreement from time-to-time based upon changes in its beneficial ownership in the malls. Our agreement with Macerich has a term of three years but is subject to earlier termination (i) with cause following a notice and cure period in the event of material breach of the agreement or (ii) without cause by Macerich after one year on 90 days' prior written notice to us. In the event of termination of the agreement without cause, Macerich will reimburse us for certain out-of-pocket expenses. In April 2015, we entered into a Joint Initiative Agreement with IBM and enrolled as an IBM Business Partner through IBM's PartnerWorld program. We are teaming with IBM to deliver jointly developed solutions for mall-based tenants, including retail clients. These solutions leverage the Mobiquity Networks beacon platform deployed exclusively in the common areas of our mall footprint across the United States, as well as our SDK which can be embedded within mall clients' mobile apps, to deliver relevant content in real time to shoppers' smart phones as they visit these malls. IBM has agreed to work with these clients to provide the analytics solutions needed to deliver personalized, one-on-one content to shoppers through our platform, and to help clients obtain insights from shopper transactions to drive improved customer experience and business performance. IBM services will also provide the integration capabilities needed to combine the Mobiquity Network platform in the mall common areas with the in-store server and network infrastructure, to optimize delivery of context-relevant content for the shopper. Together, our Joint Initiative Agreement with IBM can help their mall clients provide enhanced omni-channel marketing solutions and optimize business results. The agreement has an initial terms of two years and may be extended by agreement of the parties. Rent and real estate tax expense was approximately $758,500 and $299,900 for the three months ended June 30, 2015 and 2014, respectively. Rent and real estate tax expense was approximately $1,498,000 and $592,600 for the six months ended June 30, 2015 and 2014, respectively. EMPLOYMENT CONTRACTS — Michael D. Trepeta and Dean L. Julia On March 1, 2005, the Company entered into employment contracts with two of its officers, namely, Dean L. Julia and Michael D. Trepeta. The employment agreements provide for minimum annual salaries, currently $30,000 per month (which does not include $2,000 per month which has been deferred until receipt of additional financing), plus bonuses equal to 5% of pre-tax earnings (as defined) and other perquisites commonly found in such agreements. On March 1st of each year, each officer receives a $2,000 per month salary increase. In addition, pursuant to the employment contracts, the Company annually grants each officer options to purchase 200,000 shares of common stock. On August 22, 2007, the Company approved a three year extension of the employment contracts with two of its officers expiring on February 28, 2011. The employment agreements provided for minimum annual salaries with scheduled increases per annum to occur on every anniversary date of the contract and extension commencing on March 1, 2008. A signing bonus of options to purchase 150,000 shares granted to each executive were fully vested at the date of the grant and exercisable at $1.20 per share through August 22, 2017. Ten year options to purchase 50,000 shares of common stock are to be granted at fair market value on each anniversary date of the contract and extension commencing March 1, 2008. Termination pay of one year base salary based upon the scheduled annual salary of each executive officer for the next contract year, plus the amount of bonuses paid (or entitle to be paid) to the executive for the current fiscal year of the preceding fiscal year, whichever is higher. On April 7, 2010, the Board of Directors approved a five-year extension of the employment contract of Dean L. Julia and Michael D. Trepeta to expire on March 1, 2015, The Board approved the continuation of each officer's current salary and scheduled salary increases on March 1 st In July 2012, the Company approved and in January 2013 the Company implemented amending the employment agreements of Messrs. Julia and M. Trepeta to expire on February 28, 2017, subject to an automatic one year renewal on March 1, 2013 and on each March 1' thereafter, unless the Employment Agreement is terminated in accordance with its terms on or before December 30th of the prior calendar year. In the event of termination without cause, the executives will continue to receive all salary and benefits included in the employment agreement through the scheduled expiration date of said employment agreement prior to the acceleration of the termination date thereof, plus one year termination pay. On May 28, 2013, the Company approved amending the employment agreements of Messrs. Julia and Trepeta to provide that each officer may choose an annual bonus equal to 5% of pre-tax earnings for the most recently completed year before deduction of annual bonuses paid to officers or, in the event majority control of the Company is acquired by a person or a group of persons during the prior fiscal year, the officer may choose to receive the aforementioned bonus or 1% of the control consideration paid by acquirer(s) to acquire majority control of the Company. Thomas Arnost In December 2014, we entered into a three-year employment agreement with Thomas Arnost serving as Executive Chairman of the board. Mr. Arnost receives a monthly salary of $10,000 plus an annual grant of options for serving on the board of directors. In the event of his termination, by Mr. Arnost or by the company for cause, Mr. Arnost will receive his pay through the termination date. In the event that Mr. Arnost is terminated without cause, he shall be entitled to receive his salary paid through the end of the term of his agreement. Mr. Arnost may terminate the agreement at any time by giving three months prior written notice to our board of directors. Mr. Arnost will also be entitled to indemnification against all claims, judgments, damages, liabilities, costs and expenses (including reasonably legal fees) arising out of, based upon or related to his performance of services to us, to the maximum extent permitted by law. Sean Trepeta In December 2014, Mobiquity Networks entered into an employment agreement with Sean Trepeta, to serve as President of Mobiquity Networks as an employee at will. Mr. Trepeta, as a full-time employee, is to be paid a salary at the rate of $20,000 per month. Upon the execution of the agreement, he received 10-year options to purchase 1,500,000 shares of our common stock vesting quarterly over a period of three years. For calendar 2015, he will be entitled to a bonus of $125,000 upon revenues of Mobiquity Networks achieving a minimum of $6 million in revenues and a further bonus of $125,000 for a total of $250,000 at such time as Mobiquity Network's revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a 30% margin shall not count toward these totals. All options granted to Mr. Trepeta will become immediately vested in the event of a change in control of our Company or sale of substantially all of our assets. In the event we terminate Mr. Trepeta without cause, after six months of continued employment under the employment agreement, Mr. Trepeta is entitled to receive three months' severance pay. Paul Bauersfeld In December 2014, we entered into an employment agreement with Paul Bauersfeld, our Chief Technology Officer, who is an employee at will. Mr. Bauersfeld, as a full-time employee, is to be paid a salary at the rate of $25,000 per month. Upon the execution of the agreement, he received 10-year options to purchase 1,000,000 shares of our common stock vesting quarterly over a period of three years. For calendar 2015, he will be entitled to a bonus of $125,000 upon revenues of Mobiquity Networks achieving a minimum of $6 million in revenues and a further bonus of $125,000 for a total of $250,000 at such time as Mobiquity Network's revenues achieve a minimum of $12 million, it being understood that any revenues which do not have a 30% margin shall not count toward these totals. The foregoing compensatory arrangements with Mr. Bauersfeld is in addition to the non-statutory stock options to purchase 2,600,000 shares of our common stock previously granted to Mr. Bauersfeld. All options granted to Mr. Bauersfeld will become immediately vested in the event of a change of control of our company or sale of substantially all of our assets. In the event we terminate Mr. Bauersfeld without cause. Mr. Bauersfeld is entitled to receive six months' severance pay. Sean McDonnell Sean McDonnell, our Chief Financial Officer, is an employee at will and is currently receiving a salary of $132,000 per annum. TRANSACTIONS WITH MAJOR CUSTOMERS — The Company sells its branded merchandise to a geographically diverse group of customers, performs ongoing credit evaluations of its customers and generally does not require collateral. During the three months ended June 30, 2015 a customer accounted for approximately 30% of net revenues and for the three months ended June 30, 2014 a customer accounted for approximately 25% of net revenues. The Company holds on hand certain items that are ordered on a regular basis.

8. Segment Information

8. Segment Information	6 Months Ended
	Jun. 30, 2015
Segment Reporting [Abstract]
SEGMENT INFORMATION	Reportable operating segment is determined based on Mobiquity Technologies, Inc.'s management approach. The management approach, as defined by accounting standards which have been codified into FASB ASC 280, "Segment Reporting," is based on the way that the chief operating decision-maker organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our chief operating decision-maker is our Chief Executive Officer and Chief Financial Officer. While our results of operations are primarily reviewed on a consolidated basis, the chief operating decision-maker also manages the enterprise in two operating segments: (i) Ace Marketing and Promotions, Inc. captures Branding & Branded Merchandise (ii) Mobiquity Networks represent our Mobil Marketing. Corporate management defines and reviews segment profitability based on the same allocation methodology as presented in the segment data tables below: Second Quarter of Fiscal 2015 Quarter Ended June 30, 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks, Inc. Total Revenues, net $ 571,568 $ – $ 571,568 Operating (loss), before interest, amortization, depreciation and taxes (856,027 ) (1,938,427 ) (2,794,454 ) Interest income 12 – 12 Interest (expense) (98,470 ) – (98,470 ) Depreciation and amortization (13,766 ) (35,206 ) (48,972 ) Net Loss (968,251 ) (1,973,633 ) (2,941,884 ) Assets at June 30, 2015 2,069,102 288,393 2,357,495 Six Months of Fiscal 2015 Six Months Ended June 30, 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks, Inc. Total Revenues, net $ 1,086,951 $ – $ 1,086,951 Operating (loss), before interest, amortization, depreciation and taxes (1,496,140 ) (3,737,227 ) (5,233,367 ) Interest income 36 – 36 Interest (expense) (177,336 ) – (177,336 ) Depreciation and amortization (36,373 ) (73,832 ) (110,205 ) Net Loss (1,709,813 ) (3,811,059 ) (5,520,872 ) Assets at June 30, 2015 2,069,102 288,393 2,357,495 All intersegment sales and expenses have been eliminated from the tables above.

9. Common Stock Purchase Agreem

9. Common Stock Purchase Agreement	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
COMMON STOCK PURCHASE AGREEMENT	On March 31, 2014, the Company entered into a common stock purchase agreement (referred to herein as the "Purchase Agreement"), with Aspire Capital Fund, LLC, an Illinois limited liability company (referred to herein as "Aspire Capital"), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $15.0 million of Common Stock over the approximately 24-month term of the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, we issued to Aspire Capital 1,000,000 shares of Common Stock as a commitment fee (referred to in herein as the "Commitment Shares"). Upon execution of the Purchase Agreement, we sold to Aspire Capital 1,000,000 shares of Common Stock (referred to herein as the "Initial Purchase Shares"). Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital (referred to herein as the "Registration Rights Agreement"), in which we agreed to file one or more registration statements as permissible and necessary to register under the Securities Act of 1933, as amended, or the Securities Act, the sale of the shares of Common Stock that have been and may be issued to Aspire Capital under the Purchase Agreement. Pursuant to the Purchase Agreement and the Registration Rights Agreement, the Company was obligated to register 15,000,000 shares of Common Stock under the Securities Act, which includes the Commitment Shares and Initial Purchase Shares that have already been issued to Aspire Capital and an additional 13,000,000 shares of Common Stock which the Company may issue to Aspire Capital after the registration statement is declared effective under the Securities Act. Said Registration Statement was declared effective by the SEC on April 28, 2014. From April 28, 2014, the effective date of the Registration Statement, through April 30, 2015, the date that the Registration Statement became stale, on any trading day on which the closing sale price of our Common Stock exceeds $0.16, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice (each, a "Purchase Notice"), directing Aspire Capital (as principal) to purchase up to 200,000 shares of Common Stock per trading day, provided that the aggregate price of such purchase shall not exceed $250,000 per trading day, up to $15.0 million of Common Stock in the aggregate at a per share price (the "Purchase Price") calculated by reference to the prevailing market price of the Common Stock (as more specifically described below). In addition, on any date on which we submit a Purchase Notice for 200,000 shares to Aspire Capital, while we have an effective and current Registration Statement and the closing sale price of the Common Stock is equal to or greater than $0.50 per share, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice (each, a "VWAP Purchase Notice") directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of Common Stock traded on the OTCQB on the next trading day (the "VWAP Purchase Date"), subject to a maximum number of shares we may determine (the "VWAP Purchase Share Volume Maximum") and a minimum trading price (the "VWAP Minimum Price Threshold") (as more specifically described below). The purchase price per Purchase Share pursuant to such VWAP Purchase Notice (the "VWAP Purchase Price") is calculated by reference to the prevailing market price of Common Stock (as more specifically described below). The Purchase Agreement provides that the Company and Aspire Capital shall not affect any sales under the Purchase Agreement on any purchase date where the closing sale price of the Common Stock is less than $0.16 per share (the "Floor Price"). This Floor Price and the respective prices and share numbers in the preceding paragraphs shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. There are no trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of any sales of Common Stock to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as the Company directs in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. The Purchase Agreement may be terminated by the Company at any time, at its discretion, without any penalty or cost to the Company. In order for the Company to retain its rights under the Aspire Purchase Agreement, the Company needs to file a post-effective amendment to its Registration Statement in order to obtain a current Registration Statement and Prospectus. Until a post-effective amendment is filed and declared effective by the SEC, the Company has no right to require Aspire Capital to purchase any shares of common stock from the Company.

10. Stockholder Authorization o

10. Stockholder Authorization of Reverse Stock Split	6 Months Ended
	Jun. 30, 2015
Equity [Abstract]
STOCKHOLDER AUTHORIZATION OF REVERSE STOCK SPLIT	On November 17, 2014, we held a special meeting of our stockholders to approve authorizing our board of directors to effectuate a reverse stock split in its sole discretion of not less than 1-for-5 and not greater than 1-for-20 for the purpose of attempting to obtain a listing of our common stock on the NYSE MKT. Such approval was obtained. In the second quarter of 2015, the Company obtained an approval letter from the NYSE MKT for the Company’s common stock to list on the Exchange, subject to various conditions. The two principal conditions were obtaining a minimum price of $3.00 per share as a result of the completion of the reverse stock split and completing a satisfactory public financing.

11. Subsequent Events

11. Subsequent Events	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	There are no subsequent events required to be disclosed in the Notes to Financial Statements through the date of the report, except as follows:. In November 2014, Carl and Mary Ann Berg 2011 CRT Carl Berg Trustee loaned Mobiquity $1 million. In December 2014, Clyde J. Berg 2011 CRT Carl Berg Trustee loaned Mobiquity $1 million. In December 2014, Sherry Berg-Zorn loaned Mobiquity $50,000. An additional $500,000 was loaned in January 2015 by the Clyde J. Berg CRT. In February 2015, Berg & Berg Enterprises loaned $850,000 to Mobiquity. On July 31, 2015, the Company agreed on behalf of the aforementioned debt holders (in anticipation of the $500,000 loan referenced in the next paragraph by Berg & Berg Enterprises) that the principal and accrued interest on these Notes aggregating $3.4 million are now convertible at $.30 per share. Further, for every $1.00 principal and accrued interest thereon converted, the Note Holder will receive a five-year warrant to purchase one share of common stock at an exercise price of $.50 per share. All other bonus warrants referenced in Note 3(d) will no longer be issued to the Note Holders upon conversion of their securities as no conversions took place as of June 30, 2015. In August 2015, the Company raised $605,000 from two investors and issued unsecured promissory notes in the principal amount of $605,000, including $500,000 to Berg & Berg Enterprises and $105,000 to Mr. and Mrs. Anthony Abbruzzese. Mr. Abbruzzese has agreed to become a director of the Company upon the successful uplisting of our common stock on the NYSE MKT. The notes are due the earlier of December 31, 2016 or the completion of an equity financing of at least $2.5 million. The Company agreed to issue prepaid interest of 605,000 shares of common stock and warrants to purchase an additional 605,000 shares of common stock at an exercise price of $.40 per share through August 31, 2017. The notes are convertible at $.30 per share. However, the noteholder has the right at any time after September 1, 2015 to convert the notes into equity securities of the company on the same terms as the last equity transaction completed by the Company

1. Summary of Significant Acc17

1. Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Accounting Policies [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS — On September 10, 2013, Mobiquity Technologies, Inc. changed its name from Ace Marketing & Promotions, Inc. (the "Company" or "Mobiquity"). We operate through two wholly-owned U.S. subsidiaries, namely, Mobiquity Networks, Inc. and Ace Marketing & Promotions, Inc. Mobiquity Networks owns 100% of Mobiquity Wireless S.L.U, a company incorporated in Spain. This corporation has an office in Spain to support our U.S. operations. We operate a national location-based mobile advertising network that has developed a consumer-focused proximity network which we believe is unlike any other in the United States. Our integrated suite of proprietary location based mobile advertising technologies allows clients to execute more personalized and contextually relevant experiences, driving brand awareness and incremental revenue. Leveraging our agreement with Simon Property Group, Inc. (which we refer to herein as Simon or Simon Property), the largest mall operator in the U.S. in terms of number of properties, we have installed our location-based mobile advertising solutions in the common areas of approximately 240 Simon retail destinations across the U.S. to create "smart malls" using Bluetooth-enabled iBeacon compatible technology. In April 2015, we entered into an agreement with Macerich Partnership, L.P. (which we refer to herein as Macerich) to expand our mall footprint into approximately 55 Macerich malls by June 1, 2015. We plan to expand our mall footprint into the common areas of other malls and outside of malls with additional synergistic venues that will allow for cross marketing opportunities, including venues such as stadiums, arenas, additional college campuses, airports and retail chains. For example, we have entered into an agreement with the New York State University at Stony Brook to deploy a mobile advertising network in their new arena. This type of installation will enable fan engagement, cross-marketing opportunities, sponsorship activation and create interactive event experiences. This is our first installation in the university market. Ace Marketing is our legacy marketing and promotions business which provides integrated marketing services to our commercial customers. While Ace Marketing currently represents substantially all of our revenue, we anticipate that activity from Ace Marketing will represent a diminishing portion of corporate revenue as our attention is now principally focused on developing and executing on opportunities in our Mobiquity Networks business. Our Agreements with Mall Property Owners/Managers and IBM Simon Properties We entered into an initial agreement with Simon Property in April 2011. This agreement was amended in September 2013 and July 2014 to, among other things, expand the number of Simon mall properties covered by the agreement. Pursuant to our agreement with Simon, we have the right, on an exclusive basis, to install Bluetooth proximity marketing equipment to send information across the air space of the common areas of our Simon mall network, which includes approximately 240 malls across the United States. Under a master agreement and related agreements between us and Simon covering approximately 240 Simon malls, Simon is entitled to receive fees from us equal to a minimum fee plus the greater of a pre-set, per mall fee or a percentage of revenues derived from within the Simon mall network as well as certain commission fees based on revenues generated through Simon's sales efforts. We believe that the revenue share in which Simon participates will exceed the minimum annual mall fees if we generate revenues within the Simon network of approximately $14 million or more in a calendar year. Our agreement with Simon requires us to maintain letters of credit for each calendar year under the agreement represented by the minimum amount of fees due for such calendar year as well as certain levels of insurance. The agreement also provides for Simon to adjust the number of malls subject to the agreement from time to time based upon changes in its beneficial ownership interest in the malls. Our agreement with Simon expires on December 31, 2017. Our agreement with Simon is subject to earlier termination by either us or Simon following a notice and cure period in the event of a material breach of the agreement. Macerich In April 2015, we entered into a license agreement with Macerich. Pursuant to our agreement with Macerich, we have the right to install Mobi-Beacons to send information across the air space of the common areas of our Macerich mall network, which will, when fully installed we estimate to include approximately 55 malls, across the United States. Our right to install our Mobi-Beacons to market and sell third party paid advertising in the interior common areas of these malls shall be exclusive. Under a Macerich license agreement between us and Macerich currently covering 55 malls, Macerich is entitled to receive fees from us equal to a minimum fee plus the greater of a pre-set per mall fee or a percentage of revenues derived from within the Macerich mall network as well as certain commission fees based on revenues generated through Macerich's sales efforts. We believe that the revenue share in which Macerich participates will exceed the minimum annual mall fees if we generate revenues with the Macerich network of approximately $3 million or more in a calendar year. The agreement also provides for Macerich to adjust the number of malls subject to the agreement from time-to-time based upon changes in its beneficial ownership in the malls. Our agreement with Macerich has a term of three years but is subject to earlier termination (i) with cause following a notice and cure period in the event of material breach of the agreement or (ii) without cause by Macerich after one year on 90 days' prior written notice to us. In the event of termination of the agreement without cause, Macerich will reimburse us for certain out-of-pocket expenses. IBM In April 2015, we entered into a Joint Initiative Agreement with IBM and enrolled as an IBM Business Partner through IBM's PartnerWorld program. We are teaming with IBM to deliver jointly developed solutions for mall-based tenants, including retail clients. These solutions leverage the Mobiquity Networks beacon platform deployed exclusively in the common areas of our mall footprint across the United States, as well as our SDK which can be embedded within mall clients' mobile apps, to deliver relevant content in real time to shoppers' smart phones as they visit these malls. IBM has agreed to work with these clients to provide the analytics solutions needed to deliver personalized, one-on-one content to shoppers through our platform, and to help clients obtain insights from shopper transactions to drive improved customer experience and business performance. IBM services will also provide the integration capabilities needed to combine the Mobiquity Network platform in the mall common areas with the in-store server and network infrastructure, to optimize delivery of context-relevant content for the shopper. Together, our Joint initiative Agreement with IBM can help their mall clients provide enhanced omni-channel marketing solutions and optimize business results. The agreement has an initial terms of two years and may be extended by agreement of the parties.
PRINCIPLES OF CONSOLIDATION	PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial statements include the accounts of Mobiquity Technologies, Inc., formerly known as Ace Marketing & Promotions, Inc., and its wholly owned subsidiaries, Mobiquity Networks, Inc., Ace Marketing, Inc., (which has had its name changed to Ace Marketing & Promotions, Inc. and Mobiquity Wireless S.L.U.). All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014, the Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2015 and 2014 and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and 2014 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 consolidated financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of June 30, 2015, results of operations for the three months and six months ended June 30, 2015 and 2014 and cash flows for the six months ended June 30, 2015 and 2014. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months ended June 30, 2015 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 Financial Statements. The information contained in this report on Form 10-Q should he read in conjunction with our Form 10-K for our fiscal year ended December 31, 2014.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS	FAIR VALUE OF FINANCIAL INSTRUMENTS - Effective January 1, 2008, the Company adopted FASB ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, and establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of June 30, 2015 and December 31, 2014. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy. The carrying amounts of financial instruments, including accounts receivable, accounts payable and accrued liabilities, and promissory note, approximated fair value as of June 30, 2015 and December 31, 2014, because of the relatively short-term maturity of these instruments and their market interest rates. No instruments are carried at fair value.
RECLASSIFICATIONS	RECLASSIFICATIONS - Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS -
CONCENTRATION OF CREDIT RISK	CONCENTRATION OF CREDIT RISK - 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, as a consequence, believes that its receivable credit risk exposure is limited. 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 June 30, 2015 and December 31, 2014, the Company exceeded FDIC limits by $1,013,509 and $1,292,227, respectively.
REVENUE RECOGNITION	REVENUE RECOGNITION — The Company recognizes revenue, for all revenue streams, when it is realized or realizable and estimable in accordance with ASC 605, "Revenue Recognition". · Persuasive evidence for an agreement exists; · Service has been provided; · The fee is fixed or determinable; and, · Collection is reasonably assured. ACE MARKETING — Ace Marketing's revenue is recognized when title and risk of loss transfers to the customer and the earnings process is complete. In general, title passes to our customers upon the customer's receipt of the merchandise. Revenue is recognized on a gross basis since Ace Marketing has the risks and rewards of ownership, latitude in selection of vendors and pricing, and bears all credit risk. Advance payments made by customers are included in customer deposits. Ace Marketing records all shipping and handling fees billed to customers as revenues and related costs as cost of goods sold, when incurred. Additional source of revenue, derived from emails/texts directly to consumers are recognized under contractual arrangements. Revenue from this advertising method is recognized at the time of service provided. MOBIQUITY NETWORKS - Mobiquity Networks. Mobiquity has three avenues of income with our beacon platform, Bluetooth Push and Wi-Fi. Revenue is realized with the signing of the advertising contract. The customer signs a contract directly with us for an advertising campaign with mutually agreed upon term and is billed on the start date of the advertising campaign, which are normally in short duration periods. Revenue is recognized the same way for the three mobile solutions. The first option to earn revenue with the beacon platform is for customers to contract for advertising campaigns, on our platform, either directly through their own app or through various third party apps. The second option to earn revenue is through a revenue share with advertising exchanges and networks that deliver advertising campaigns to their customers based on our real-time location signal data. The third option would be through selling our historical data to data management platform companies.
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 credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. As of June 30, 2015 and December 31, 2014, allowance for doubtful accounts were $40,000 and $40,000, respectively.
INVENTORY	INVENTORY - Inventory is recorded at cost (First In, First Out) and is comprised of finished goods. The Company maintains an inventory on hand for its largest customer's frequent order items. All items held are branded for the customer, therefore are not available for public distribution. The Company has an agreement with this customer, for cost recovery, if vendor relationship is terminated. There have been minimal reserves placed on inventory, based on this arrangement. As of June 30, 2015 and December 31, 2014, the Company has reserved against $31,676 and $31,676, 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 of three to five years. Leasehold improvements are being amortized using the straight-line method over sixty months of 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 - Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
WEBSITE TECHNOLOGY	WEBSITE TECHNOLOGY - Website technology developed during the prior years were capitalized for the period of development and testing. Expenditures during the planning stage and after implementation have been expensed in accordance with ASC 985.
ADVERTISING COSTS	ADVERTISING COSTS -
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 8 "Stock Option Plans" in the Notes to Consolidated Financial Statements in
BENEFICIAL CONVERSIONS	BENEFICIAL CONVERSIONS - 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.
FOREIGN CURRENCY TRANSLATIONS	FOREIGN CURRENCY TRANSLATIONS - The Company's functional and reporting currency is the U.S. dollar. We own a subsidiary in Europe. Our subsidiary's functional currency is the EURO. All transactions initiated in EUROs are translated into U.S. dollars in accordance with ASC 830-30, the average exchange rate of 1.1094% and period end exchange rate of 1.300% were used for the second quarter of 2015 "Translation of Financial Statements," (i) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. (ii) Fixed assets and equity transactions at historical rates. (iii) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders' equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. No significant realized exchange gains or losses were recorded since March 7, 2013 (date of acquisition of subsidiary) to June 30, 2015.
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 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.

3. Convertible Promissory Note

3. Convertible Promissory Note (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Summary of convertible promissory notes	June 30, June 30, 2015 2014 Arnost Note (a) $ 322,000 $ 322,000 Cavu Notes (b), net of $38,205 debt discounts 211,795 – Berg Notes (c)(d) 3,722,000 – Total Debt 4,255,795 322,000 Current portion of debt 322,000 322,000 Long-term portion of debt $ 3,933,795 $ –

5. Stock Compensation (Tables)

5. Stock Compensation (Tables)	6 Months Ended
	Jun. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock-based compensation expense	Three Months Ended Six Months Ended 2015 2014 2015 2014 Employee stock-based compensation - option grants $ 315,763 $ 14,791 $ 751,754 $ 29,582 Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation - option grants 11,455 214,748 29,405 920,261 Non-Employee stock-based compensation - stock grants – 321,603 – 370,748 Non-Employee stock-based compensation-stock warrant 174,055 – 174,055 321,603 Total $ 501,273 $ 551,142 $ 955,214 $ 1,642,194

6. Stock Option Plan (Tables)

6. Stock Option Plan (Tables)	6 Months Ended
	Jun. 30, 2015
Warrant [Member]
Assumptions used	Three Months Ended Six Months Ended 2015 2014 2015 2014 Expected volatility 4.68% 156.68% 4.68% 156.681% Expected dividend yield - – – Risk-free interest rate .12% 1.69% .12% 1.69% Expected term (in years) .50 5 .50 5
Schedule of warrants outstanding	Share Weighted Weighted Aggregate Outstanding, January 1, 2015 23,773,914 $ .58 2.50 $ 53,500 Granted 9,066,668 $ .45 4.96 – Exercised Expired (6,000 ) Outstanding, June 30, 2015 32,834,582 $ .45 4.74 7,500 Warrants exercisable, June 30, 2015 32,834,582 $ .45 4.74 $ 7,500
Options [Member]
Assumptions used	Three Months Ended Six Months Ended 2015 2014 2015 2014 Expected volatility 27.07% 136.44% 32.04% 119.24% Expected dividend yield – – Risk-free interest rate 1.61% .97% 1.90% 1.10% Expected term (in years) 7.25 5 8.89 5.67
Schedule of options outstanding	Share Weighted Weighted Aggregate Outstanding, January 1, 2015 16,980,000 .51 5.74 $ 160,100 Granted 2,460,000 .30 7.85 Exercised – Cancelled & Expired (600,000 ) Outstanding, June 30, 2015 18,840,000 .40 8.27 $ 9,000 Options exercisable, June 30, 2015 15,117,372 .41 8.17 $ 9,000

8. Segment Information (Tables)

8. Segment Information (Tables)	6 Months Ended
	Jun. 30, 2015
Segment Reporting [Abstract]
Schedule of segment information	Second Quarter of Fiscal 2015 Quarter Ended June 30, 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks, Inc. Total Revenues, net $ 571,568 $ – $ 571,568 Operating (loss), before interest, amortization, depreciation and taxes (856,027 ) (1,938,427 ) (2,794,454 ) Interest income 12 – 12 Interest (expense) (98,470 ) – (98,470 ) Depreciation and amortization (13,766 ) (35,206 ) (48,972 ) Net Loss (968,251 ) (1,973,633 ) (2,941,884 ) Assets at June 30, 2015 2,069,102 288,393 2,357,495 Six Months of Fiscal 2015 Six Months Ended June 30, 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks, Inc. Total Revenues, net $ 1,086,951 $ – $ 1,086,951 Operating (loss), before interest, amortization, depreciation and taxes (1,496,140 ) (3,737,227 ) (5,233,367 ) Interest income 36 – 36 Interest (expense) (177,336 ) – (177,336 ) Depreciation and amortization (36,373 ) (73,832 ) (110,205 ) Net Loss (1,709,813 ) (3,811,059 ) (5,520,872 ) Assets at June 30, 2015 2,069,102 288,393 2,357,495

1. Summary of Significant Acc22

1. Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2014USD ($)	Dec. 31, 2014USD ($)	Dec. 31, 2013USD ($)
Cash and cash equivalents	$ 1,446,061	$ 1,730,903	$ 1,654,171	$ 1,740,989
Cash over FDIC insurance limits	1,013,509		1,292,227
Allowance for doubtful accounts	40,000		40,000
Inventory reserve	31,676		$ 31,676
Advertising expense	$ 5,495	$ 288
Average exchange rate
Exchange rate	1.1094
Period end exchange rate
Exchange rate	1.300

2. Loss Per Share (Details)

2. Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Earnings Per Share [Abstract]
Number of anti-dilutive common shares	51,681,000	33,304,000

3. Convertible Promissory Not24

3. Convertible Promissory Note (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Debt Instrument [Line Items]
Total debt	$ 4,255,795	$ 322,000	$ 322,000
Current portion of debt	322,000	322,000	322,000
Long-term portion of debt	3,933,795	2,573,979	0
Convertible Promissory Notes [Member] | Arnost Note [Member]
Debt Instrument [Line Items]
Total debt	322,000	322,000	322,000
Convertible Promissory Notes [Member] | Cavu Notes [Member]
Debt Instrument [Line Items]
Total debt	211,795	201,979	0
Debt discount	38,205	48,021
Convertible Promissory Notes [Member] | Berg Notes [Member]
Debt Instrument [Line Items]
Total debt	$ 3,722,000	$ 2,895,979	$ 0

3. Convertible Promissory Not25

3. Convertible Promissory Note (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Debt Instrument [Line Items]
Convertible promissory note	$ 4,255,795	$ 322,000	$ 322,000
Convertible Promissory Notes [Member] | Arnost Note [Member]
Debt Instrument [Line Items]
Convertible promissory note	$ 322,000	322,000	322,000
Maturity date	Dec. 31, 2015
Interest rate	15.00%
Convertible Promissory Notes [Member] | Cavu Notes [Member]
Debt Instrument [Line Items]
Convertible promissory note	$ 211,795	$ 201,979	0
Maturity date		Jul. 31, 2017
Proceeds from convertible debt		$ 250,000
Beneficial conversion feature		59,379
Convertible Promissory Notes [Member] | Berg Notes [Member]
Debt Instrument [Line Items]
Convertible promissory note	$ 3,722,000	$ 2,895,979	$ 0
Maturity date		Nov. 30, 2016
Interest rate	4.00%
Proceeds from convertible debt	$ 1,350,000	$ 1,000,000
Convertible Promissory Notes [Member] | Berg Notes - 2nd loan[Member]
Debt Instrument [Line Items]
Maturity date		Dec. 31, 2016
Proceeds from convertible debt		$ 1,000,000
Convertible Promissory Notes [Member] | Berg Daughter [Member]
Debt Instrument [Line Items]
Proceeds from convertible debt		$ 50,000

4. Stockholders' Equity (Defi26

4. Stockholders' Equity (Deficit) (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Class of Stock [Line Items]
Gross proceed from sale of stock						$ 3,276,310
Number of common stock issued	$ 8,049,509					10,867,669
Stock offering costs						$ 283,900
Stock issued during period						10,867,669
Warrants issued during period						4,433,839
Proceeds from stock subscription						$ 175,000
Stock-based compensation	$ 501,273		$ 551,142	$ 955,214	$ 1,642,194
Beneficial conversion feature						59,379
Warrants and Options
Class of Stock [Line Items]
Stock-based compensation						$ 3,117,000
Warrant exercise
Class of Stock [Line Items]
Stock issued for conversion of warrants, stock issued						500,000
Proceeds from stock conversion						$ 150,000
Warrants exercised						500,000
Stock issued from conversion of warrants						66,536
Payment of interest
Class of Stock [Line Items]
Stock converted in payment of interest, shares issued	236,842	77,143				62,791
Stock converted in payment of interest, interest value	$ 59,000	$ 27,000				$ 27,000
Private Placement
Class of Stock [Line Items]
Stock issued during period	7,400,000	1,666,667
Stock issued for services, shares	435,000	90,000
Stock issued for services, value	$ 119,000	$ 22,000
Proceeds from private placement	$ 2,220,000	$ 500,000
Consultants and Employees
Class of Stock [Line Items]
Stock issued for services, shares				525,000
Stock issued for services, value				$ 140,300
Consultant | Prepaid Services
Class of Stock [Line Items]
Stock issued for services, shares				135,000
Stock issued for services, value				$ 53,055

5. Stock Compensation (Details)

5. Stock Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based compensation	$ 501,273	$ 551,142	$ 955,214	$ 1,642,194
Employee stock-based compensation - Option Grans
Share-based compensation	315,763	14,791	751,754	29,582
Employee stock-based compensation - Stock Grans
Share-based compensation	0	0	0	0
Non-Employee stock-based compensation - Option Grans
Share-based compensation	11,455	214,748	29,405	920,261
Non-Employee stock-based compensation - Stock Grants
Share-based compensation	0	321,603	0	370,748
Non-Employee stock-based compensation - Stock Warrant
Share-based compensation	$ 174,055	$ 0	$ 174,055	$ 321,603

6. Stock Option Plan (Details -

6. Stock Option Plan (Details - Assumptions)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Options [Member]
Expected volatility	27.07%	136.44%	32.04%	119.24%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	1.61%	0.97%	1.90%	1.10%
Expected term (in years)	7 years 3 months	5 years	8 years 10 months 20 days	5 years 8 months 1 day
Warrants [Member]
Expected volatility	4.68%	156.68%	4.68%	156.681%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	0.12%	1.69%	0.12%	1.69%
Expected term (in years)	6 months	5 years	6 months	5 years

6. Stock Option Plan (Details29

6. Stock Option Plan (Details - Option Activity) - Jun. 30, 2015 - Options [Member] - USD ($)	Total
Share
Outstanding - beginning	16,980,000
Granted	2,460,000
Exercised	0
Cancelled	(600,000)
Outstanding - ending	18,840,000
Options exercisable	15,117,372
Weighted Average Exercise Price
Outstanding - beginning	$ .51
Granted	.30
Outstanding - ending	.40
Options exercisable	$ .41
Weighted Average Remaining Contractural Term
Outstanding - beginning	5 years 8 months 26 days
Granted	7 years 10 months 6 days
Outstanding - ending	8 years 3 months 7 days
Options exercisable	8 years 2 months 1 day
Aggregate Intrinsic Value
Outstanding - beginning	$ 160,100
Outstanding - ending	9,000
Options exercisable	$ 9,000

6. Stock Option Plan (Details30

6. Stock Option Plan (Details - Warrant activity) - Warrant [Member] - USD ($)	6 Months Ended
	Jun. 30, 2015
Share
Outstanding - beginning	23,773,914
Granted	9,066,668
Exercised	(6,000)
Outstanding - ending	32,834,582
Options warrants exercisable	32,834,582
Weighted Average Exercise Price
Outstanding - beginning	$ 0.58
Granted	$ .45
Exercised
Cancelled
Outstanding - ending	$ .45
Options warrants exercisable	$ .45
Weighted Average Remaining Contractural Term
Outstanding - beginning	2 years 6 months
Granted	4 years 11 months 16 days
Outstanding - ending	4 years 8 months 26 days
Options warrants exercisable	4 years 8 months 26 days
Aggregate Intrinsic Value
Outstanding - beginning	$ 53,500
Outstanding - ending	7,500
Options warrants exercisable	$ 7,500

6. Stock Option Plans (Details

6. Stock Option Plans (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value	$ .40	$ .41
Unamortized compensation cost related to unvested stock options	$ 1,334,725
Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock authorized under plan	14,000,000
Proposed increase in number of shares under plan	10,000,000

7. Commitments and Contingenc32

7. Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Related Party Transaction [Line Items]
Rent and real estate tax expense	$ 758,500	$ 299,900	$ 1,498,000	$ 592,600
Sales Revenue, Net [Member] | One customer
Related Party Transaction [Line Items]
Concentration percentage	30.00%	25.00%

8. Segment Information (Details

8. Segment Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Revenues, net	$ 571,568	$ 928,530	$ 1,086,951	$ 1,559,351
Operating (loss), before interest amortization, depreciation and taxes	(2,794,454)		(5,233,367)
Interest income	12	42	36	93
Interest (expense)	(98,470)	(13,361)	(177,336)	(23,490)
Depreciation and amortization	(48,972)		(110,205)
Net Loss	(2,941,884)	$ (1,918,484)	(5,520,872)	$ (4,266,561)
Assets	2,357,495		2,357,495		$ 2,833,968
Ace Marketing and Promotions, Inc.
Segment Reporting Information [Line Items]
Revenues, net	571,568		1,086,951
Operating (loss), before interest amortization, depreciation and taxes	(856,027)		(1,496,140)
Interest income	12		36
Interest (expense)	(98,470)		(177,336)
Depreciation and amortization	(13,766)		(36,373)
Net Loss	(968,251)		(1,709,813)
Assets	2,069,102		2,069,102
Mobiquity Networks Inc
Segment Reporting Information [Line Items]
Revenues, net	0		0
Operating (loss), before interest amortization, depreciation and taxes	(1,938,427)		(3,737,227)
Interest income	0		0
Interest (expense)	0		0
Depreciation and amortization	(35,206)		(73,832)
Net Loss	(1,973,633)		(3,811,059)
Assets	$ 288,393		$ 288,393