Mobiquity (MOBQ) 10-K 14 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 05, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	Mobiquity Technologies, Inc.
Entity Central Index Key	1,084,267
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		185,201,768
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016
Entity Public Float			$ 71,175,872

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 213,184	$ 2,044,662
Accounts receivable, net	298,928	323,313
Inventory, net	79,291	117,893
Prepaid expenses and other current assets	38,929	634,372
Total Current Assets	630,332	3,120,240
Property and equipment, net	15,392	103,355
Intangible assets, net	37,117	65,717
Other Assets	43,332	41,858
Total Assets	726,173	3,331,170
Current Liabilities:
Accounts payable	914,697	538,631
Accrued expenses	1,161,628	474,000
Derivative liability	350,700	576,557
Convertible promissory notes, net	10,832,275	4,276,194
Total Current Liabilities	13,259,300	5,865,382
Long-term portion of convertible promissory notes, net	0	1,571,773
Total Liabilities	13,259,300	7,437,155
Stockholders' Deficit:
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, 240,000 and 200,000 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	25	20
Common stock, $.0001 par value; 500,000,000 and 200,000,000 shares authorized; 99,020,103 and 78,781,757 shares issued and outstanding at December 31, 2016, and December 31, 2015, respectively	9,913	7,887
Additional paid-in capital	38,652,075	36,356,626
Accumulated other comprehensive income (loss)	(13,047)	1,072
Accumulated deficit	(51,182,093)	(40,471,590)
Total Stockholders' Deficit	(12,533,127)	(4,105,985)
Total Liabilities and Stockholders' Deficit	$ 726,173	$ 3,331,170

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
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	240,000	200,000
Preferred stock shares outstanding	240,000	200,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	500,000,000	200,000,000
Common stock shares issued	99,020,103	78,781,757
Common stock outstanding	99,020,103	78,781,757

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Revenues
Product Revenue	$ 2,202,591	$ 2,491,875
Service Revenue	65,932	0
Total revenues	2,268,523	2,491,875
Cost of Revenues
Cost of product revenue	1,435,244	1,627,851
Cost of service revenue	168,256	0
Total cost of revenue	1,603,500	1,627,851
Gross Profit	665,023	864,024
Operating Expenses:
Selling, general and administrative expenses	8,950,494	11,549,375
Total Operating Expenses	8,950,494	11,549,375
Loss from Operations	(8,285,471)	(10,685,351)
Other Income (Expense):
Interest expense	(3,525,072)	(996,011)
Interest income	3	41
Change in derivatives	1,304,873	1,221,597
Loss on disposition of assets	(17,526)	0
Impairment of long lived assets	(223,487)	0
Gain on settlement of debt	36,177	0
Total Other Income (Expense)	(2,425,032)	225,627
Net Loss	(10,710,503)	(10,459,724)
Other Comprehensive Income (Loss)	(14,119)	3,308
Net Comprehensive Loss	$ (10,724,622)	$ (10,456,416)
Net Loss Per Common Share:
Basic and diluted	$ (0.13)	$ (0.14)
Weighted Average Common Shares Outstanding:
Basic and diluted	83,575,215	72,965,632

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income / Loss	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2014	0	64,818,243
Beginning balance, value at Dec. 31, 2014	$ 0	$ 6,482	$ 28,966,269	$ (2,236)	$ (30,011,866)	$ (1,041,351)
Common stock issued for cash, net of offering costs, shares		9,043,334
Common stock issued for cash, net of offering costs, value		$ 908	2,719,092			2,720,000
Common stock issued in exchange for interest, shares		410,180
Common stock issued in exchange for interest, value		$ 40	120,680			120,720
Common stock issued for services, shares		835,000
Common stock issued for services, value		$ 88	209,000			209,088
Common stock subscriptions, shares		3,675,000
Common stock subscriptions, value		$ 369	889,357			889,726
Stock based compensation			1,452,248			1,452,248
Preferred stock issued for cash, shares	200,000
Preferred stock issued for cash, value	$ 20		1,999,980			2,000,000
Net Loss				3,308	(10,459,724)	(10,456,416)
Ending balance, shares at Dec. 31, 2015	200,000	78,781,757
Ending balance, value at Dec. 31, 2015	$ 20	$ 7,887	36,356,626	1,072	(40,471,590)	(4,105,985)
Common stock issued in exchange for interest, shares		6,390,011
Common stock issued in exchange for interest, value		$ 638	475,594			476,232
Common stock issued for services, shares		940,000
Common stock issued for services, value		$ 96	122,699			122,795
Common stock issued for rent, shares		1,000,000
Common stock issued for rent, value		$ 100	19,900			20,000
Common stock issued for warrants, shares		11,908,335
Common stock issued for warrants, value		$ 1,192	594,225			595,417
Stock based compensation			683,036			683,036
Preferred stock issued for cash, shares	40,000
Preferred stock issued for cash, value	$ 5		399,995			400,000
Net Loss				(14,119)	(10,710,503)	(10,724,622)
Ending balance, shares at Dec. 31, 2016	240,000	99,020,103
Ending balance, value at Dec. 31, 2016	$ 25	$ 9,913	$ 38,652,075	$ (13,047)	$ (51,182,093)	$ (12,533,127)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash Flows from Operating Activities:
Net loss	$ (10,710,503)	$ (10,459,724)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense	130,634	164,346
Amortization - Intangible Assets	28,600	28,609
Amortization - Debt discount	2,662,564	614,867
Change in derivative instrument	(1,304,873)	(1,221,597)
Stock-based compensation	683,036	1,452,248
Gain on settlement of debt	(36,177)	0
Common stock issued for services	122,730	209,088
Disposal of assets	17,526	0
Impairment of long-lived assets	223,487	0
Payments on accrued interest	0	(146,776)
Changes in operating assets and liabilities:
Accounts receivable	24,385	122,579
Inventory	38,602	72,961
Prepaid expenses and other assets	593,969	(489,985)
Accounts payable	432,243	(71,325)
Accrued expenses and other current liabilities	371,813	355,078
Accrued interest	792,112	0
Total adjustments	4,780,651	1,090,093
Net Cash Used in Operating Activities	(5,929,852)	(9,369,631)
Cash Flows from Investing Activities:
Purchase of property and equipment	(283,684)	(5,221)
Net Cash Used in Investing Activities	(283,684)	(5,221)
Cash Flows from Financing Activities:
Proceeds from the issuance of notes	3,400,760	5,042,035
Proceeds received from exercising warrants	595,417	0
Proceeds from issuance of common stock	0	2,720,000
Proceeds from issuance of preferred stock	400,000	2,000,000
Net Cash Provided by Financing Activities	4,396,177	9,762,035
Net change in Cash and Cash Equivalents	(1,817,359)	387,183
Cash and Cash Equivalents, beginning of period	2,044,662	1,654,171
Change in foreign currency	(14,119)	3,308
Cash and Cash Equivalents, end of period	213,184	2,044,662
Supplemental Disclosure Information:
Cash paid for interest	169,873	119,776
Cash paid for taxes	0	0
Non-cash Financing and Investing Activities:
Stock issued for interest	476,297	120,720
Stock issued for non-cash stock subscriptions	0	889,725
Recognition of debt discount	$ 1,079,016	$ 1,798,154

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
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 had an office in Spain to support our U.S. operations, which office was closed in the fourth quarter of 2016. 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. Mobiquity Technologies, Inc., a New York corporation (OTCQB: MOBQ). Through its wholly-owned subsidiary, Mobiquity Networks, Inc. has evolved and grown from a mobile advertising technology company focused on Driving Awareness and Foot-traffic throughout its indoor mall-based beacon network, into a next generation mobile location data and marketing company. The Company provides precise unique, at-scale location based data and insights on consumer’s real world behavior and trends for use in marketing and research. With our combined exclusive data sets of shopping malls, premium outlets and cinemas beacon data, and first party location data via our advanced Software Development Kit (SDK) utilizing multiple geo-location technologies; Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis. This should create several additional revenue streams, including, but not limited to; Push Notification Campaigns, Re-targeting Campaigns, Data Provision, 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. GOING CONCERN - The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's continued existence is dependent upon the Company's ability to obtain additional debt and/or equity financing to advance its new technology revenue stream. The Company has incurred losses for the years ending December 31, 2016 and December 31, 2015 of $10,710,503 and $10,459,724, respectively. As of December 31, 2016, the Company has an accumulated deficit of $51,182,093. The Company has had negative cash flows from operating activities of $5,929,852 and $9,369,631 for the years ending December 31, 2016 and 2015, respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to the Bluetooth-enabled iBeacon compatible technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. 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. 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 December 31, 2016 and 2015. 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 December 31, 2016 and 2015, because of the relatively short-term maturity of these instruments and their market interest rates. No instruments are carried at fair value. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ 350,700 $ – $ 350,700 Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature. Derivative Financial Instruments The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its’ financial instruments, including stock purchase warrants and options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt instruments with a maturity of three months or less, as well as bank money market accounts, to be cash equivalents. As of December 31, 2016 and 2015, the balances are $213,184 and $2,044,662, respectively. CONCENTRATION OF CREDIT RISK - Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, 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 of December 31, 2016 and 2015, the Company exceeded FDIC limits by $0 and $1,644,032, 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 or shipment has occurred; · 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 company’s shipment 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 – Revenue is recognized with the billing of an advertising contract or data sale. 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. The second type of revenue is through the licensing of our data. Revenue from data can occur in two ways; the first is a direct feed, which is billed at the end of each month. The second way is through the purchasing of audience segments. When an audience segment is purchased, we bill the buyer upon delivery, which is usually 1-2 days for the order date. 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 December 31, 2016 and 2015, allowance for doubtful accounts were $104,611 and $104,611, 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 December 31, 2016 and 2015, 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. Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating income. LONG LIVED ASSETS - Long-lived assets 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. The Company recognized $223,487 impairment losses for the period ended December 31, 2016. PATENTS and TRADEMARKS - Patents and trademarks 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 ASC985. ADVERTISING COSTS - Advertising costs are expensed as incurred. For the years ended December 31, 2016 and 2015, there were advertising costs of $6,341 and $14,495, respectively. ACCOUNTING FOR STOCK BASED COMPENSATION. Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 8 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion. BENEFICIAL CONVERSION FEATURES - Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received. 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, “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 December 31, 2016. 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. NET LOSS PER SHARE - Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. 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 51,912,242 and 28,424,266 because they are anti-dilutive, as a result of a net loss for the years ended December 31, 2016 and 2015, respectively. 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. PROPERTY AND EQUIPMENT

2. PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment, net, consist of the following at December 31: USEFUL LIVES 2016 2015 Furniture and Fixtures 3 or 5 years $ 362,930 $ 1,094,601 Leasehold Improvements 5 years 4,084 4,084 367,014 1,098,685 Less Accumulated Depreciation 351,622 995,330 $ 15,392 $ 103,355 Depreciation expense for the years ended December 31, 2016 and 2015 was $130,634 and $164,346, respectively. The company disposed of approximately $736,100 of outdated fixed assets resulting in a loss on disposal of $17,526. The company performed an impairment assessment in accordance with ASC 360-10-35-17, and determined that an impairment loss of $223,487 of the capitalized costs for internal use software exists as of December 31, 2016.

3. INTANGIBLE ASSETS

3. INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Intangible assets, net, consist of the following at December 31: USEFUL LIVES 2016 2015 Acquisition of intellectual property (FuturLink) 5 years 98,000 98,000 Website technology development (Venn/AcePlace) 5 years 45,000 45,000 143,000 143,000 Less Accumulated Amortization 105,883 77,283 $ 37,117 $ 65,717 Future amortization, for the years ending December 31, is as follows: 2017 27,157 2018 9,960 Thereafter - $ 37,117 Amortization expense for the years ended December 31, 2016 and 2015 was $28,600 and $28,609, respectively. Acquisition of Assets of FuturLink On March 7, 2013, the Company acquired the assets of FuturLink at a cost of approximately $98,000, which cash was paid from the Company’s working capital. These assets include, without limitation, the FuturLink technology (patents and source codes), trademark(s) and access point (proximity marketing) component parts. At the time of acquisition, FuturLink’s assets were minimal; the purchase price was apportioned to the intellectual property received in exchange. The Company changed its name to Mobiquity Networks upon acquisition and is a consolidated component of these financial statements.

4. CONVERTIBLE DEBT AND DERIVAT

4. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTE	Summary of Convertible Promissory Notes: 2016 2015 Arnost Note $ 322,000 $ 322,000 Cavu Notes, net of $8,379 for 2016 and $28,227 for 2015 debt discounts 241,621 221,773 Berg Notes (a) 3,722,000 3,722,000 Investor Notes, net of discounts 6,546,654 1,582,194 Total Debt 10,832,275 5,847,967 Current portion of debt 10,832,275 4,276,194 Long-term portion of debt $ - $ 1,571,773 (a) Between August and December 2015, the Company borrowed $3,675,000 from accredited investors. These loans are due and payable the earlier of December 31, 2016 or the completion of an equity financing of at least $2,500,000. Upon the sale of the unsecured promissory notes, the Company issued $1 of principal, one share of common stock and a warrant to purchase one share of common stock at an exercise price of $0.40 per share through August 31, 2017. Accordingly, an aggregate of 3,675,000 shares of common stock and warrants to purchase a like amount were issued in the last six months of 2015. Each noteholder has the right to convert the principal of their note and accrued interest thereon at a conversion price of $0.30 per share or at the noteholder’s option, into equity securities of the Company on the same terms as the last equity transaction completed by the Company prior to each respective conversion date. The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting related to 22 convertible notes issued totaling $3,675,000 which included a ratchet provision in the conversion price of $0.30 or a price equal to the last equity transaction completed by the Company as part of a subscription agreement. The notes all have a maturity date of December 31, 2016. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company has estimated the fair value of these embedded derivatives for convertible debentures and associated warrants using a multinomial lattice model as of December 31, 2016. The fair values of these derivative instruments are measured each quarter, which resulted in a gain of $352,132. As of December 31, 2016, the fair market value of these derivatives aggregated $224,425, using the following assumptions: estimated 0.3 year term, estimated volatility of 313%, and a discount rate of 0.51%. In April 2016 through the filing date of this Form 10-K, the Company issued and sold 12% unsecured promissory notes in the principal amount of $1,025,000, convertible at $0.20 per common share. Upon conversion, the note holders would receive 100% warrant coverage, exercisable at $0.20 per common share over a period of five years with cashless exercise provisions. These notes automatically convert in the event at least $5 million is raised in an equity financing. Prior to the mandatory conversion date, note holders have the option to convert the principal and accrued interest also on the same terms as the mandatory conversion and the Company has the option to prepay. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $1,507,450 and initial derivative expense of $565,780. As of December 31, 2016, the fair market value of these derivatives aggregated $126,275, using the following assumptions: estimated 0.3 year term, estimated volatility of 279%, and a discount rate of 0.51%. The Company raised $700,000 in the third quarter of 2016 from the sale of secured promissory notes in the principal amount of $700,000 from six accredited investors. Each Note was scheduled to be repaid on October 31, 2016, extended to December 15, 2016 but payment was not made. In lieu of interest on the Note, 4,900,000 restricted shares of common stock were issued to the Note Holders. At the option of the Note Holder, each Note shall be convertible at the lower of $.20 per common share or into securities on the same terms of the next completed equity offering of at least $10 million in gross proceeds. In the event the Note is converted into common stock, 100% warrant conversion shall be provided to the Note Holder for each share of common stock issued upon conversion. These warrants will have a term of three years and shall be exercisable at $.20 per common share. Prior to this offering, Thomas Arnost, Executive Chairman, has a secured interest in the amount of $322,000 in the assets of the Company and its subsidiaries. Mr. Arnost has agreed that the investors in this offering will have a pari passu first secured interest with Mr. Arnost in all assets of the Company and its subsidiaries. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $11,071. As of December 31, 2016, the fair market value of these derivatives aggregated $42,945, using the following assumptions: estimated volatility of 279.0%, and a discount rate of 0.51%. A recap of the derivative instruments is as follows: Derivative Liability 2016 Beginning balance $ (576,557 ) New Issuances (1,079,016 ) Gain, net 1,304,873 Conversions – Ending balance $ (350,700 )

5. FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and 2015, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2016 (Level) (Level 2) (Level) Derivative liability (1) $ 350,700 $ – $ 350,700 $ – Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2015 (Level) (Level 2) (Level) Derivative liability (1) $ 576,557 $ – $ 576,557 $ – (1) The Company has estimated the fair value of these embedded derivatives for convertible debenture using a multinomial lattice model.

6. INCOME TAXES

6. INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	The provision for income taxes for the years ended December 31, 2016 and 2015 is summarized as follows: 2016 2015 Current: Federal $ – – State – – – – Deferred: Federal – – State – – $ – $ – The Company has federal and state net operating loss carry forwards of approximately 50,653,000, which begin to expire 2025 and can be used to reduce future taxable income through 2034. The Company is open for tax years for the years ended 2008 through present. The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows: YEARS ENDED DECEMBER 31, 2016 2015 Net operating loss carry-forwards $ (20,261,000 ) $ (15,977,000 ) Stock based compensation – options/warrants 3,540,000 3,267,000 Stock issued for services 971,000 971,000 Gain on derivative instrument (1,011,000 ) (489,000 ) Disallowed entertainment expense 56,000 52,000 Charitable contribution limitation 11,000 11,000 Preferred Stock 39,000 39,000 Bad debt expense & reserves 47,000 47,000 Penalties 1,000 1,000 Loss on extinguishment of debt 114,000 129,000 Beneficial conversion features 119,000 119,000 Mobiquity-Spain – net loss 830,000 695,000 Impairment of long lived assets 89,000 0 Amortization of debt discount 1,311,000 246,000 Deferred Tax Assets (14,144,000 ) (10,889,000 ) Less Valuation Allowance 14,144,000 10,889,000 Net Deferred Tax Asset $ – $ – A reconciliation of the federal statutory rate to the Company’s effective tax rate is as follows: YEARS ENDED DECEMBER 31, 2016 2015 Federal Statutory Tax Rate 34.00% 34.00% State Taxes, net of Federal benefit 6.00% 6.00% Change in Valuation Allowance (40.00% ) (40.00% ) Total Tax Expense 0.00% 0.00%

7. STOCKHOLDERS' EQUITY (DEFICI

7. STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	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. During the quarter ended September 30, 2015, the Company issued 96,195 shares for $31,549 of interest and 135,000 shares for services during the quarter. The private placement offering, which commenced in March 2015 and was completed in May 2015, provided for certain anti-dilution protection in the event of sales of common stock below $.30 per share. As a result of the note offering described in note 4, paragraph (d) to the table set forth therein, management of the Company has determined to issue to the investors one share of common stock for every $1 invested for a total of 2,720,000 shares. In December 2015, the Company sold 200,000 shares of its Series AA Preferred Stock at a purchase price of $10 per share and raised $2 million. The Series AA Preferred Stock have no dividend, voting or liquidation preferences. These Series AA Preferred Stock shall be treated for liquidation purposes, the same as a holder of common stock. In the first quarter of 2016, the Company sold 40,000 shares of Series AA preferred stock and raised $400,000. Each share of Preferred Stock is convertible into 50 shares of Common Stock at an effective conversion price of $.20 per share of Common Stock. The Preferred Stockholders had anti-dilution protection rights through December 31, 2016. Shares issued for services During the year ended December 31, 2015, the Company issued 835,00 shares of common stock, at $0.19 to $0.36 per share for $209,090 in exchange for services rendered. During the quarter ended March 31, 2016, the Company issued 695,000 common shares, at $0.10 to $0.19 per share, valued at $97,800. During the June 30, 2016 quarter the Company issued 245,000 common shares, at $0.10 to $0.11 per share, valued at $24,950 in exchange for services rendered. These shares were valued based on the trading price of the Company’s common stock on the date of issuance. Shares issued for accrued interest During the year ended December 31, 2015, the Company issued 410,180 shares of common stock, at $0.18 to $0.50 per share for $119,776 in payment of interest for the year. During the quarter ended March 31, 2016, the Company issued 210,333 common shares, at $0.13 to $0.18 per share, valued at $35,215. During the June 30, 2016 quarter the Company issued 244,344 common shares, at $0.11 per share, valued at $27,000. During the September 30, 2016 quarter the Company issued 5,215,334 common shares, at $0.06 to $0.11 per share, valued at $387,082. During the December 31, 2016 quarter the Company issued 720,000 common shares, at .375 per share, valued at $27,000 in exchange for accrued interest. During the quarter entered December 31, 2016, the Company issued 1,000,000 common shares in satisfaction of back rent owed the landlord in the sum of $57,157. The shares were valued at $20,000 and a gain on settlement of debt was recorded of $36,177. During the quarter ended December 31, 2016, the Company issued 11,908,335 common shares, at $0.05 per share, valued at $594,417 for the exercise of outstanding warrants.

8. OPTIONS AND WARRANTS

8. OPTIONS AND WARRANTS	12 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
OPTIONS AND WARRANTS	The Company’s results for the years ended December 31, 2016 and 2015 include employee share-based compensation expense totaling $683,036 and $1,452,248, respectively. Such amounts have been included in the 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 years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Employee stock based compensation-option grants $ 603,536 $ 1,223,332 Employee stock based compensation-stock grants – – Non-Employee stock based compensation-option grants 79,500 30,155 Non-Employee stock based compensation-stock grants – – Non-Employee stock based compensation-stock warrant – 198,761 $ 683,036 $ 1,452,248

9. STOCK OPTION PLANS

9. STOCK OPTION PLANS	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
STOCK OPTION PLANS	During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 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; however, stockholder approval was not obtained within the requisite one year and the anticipated increase in the 2009 Plan was canceled. In the first quarter of 2016, the Board approved and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 10,000,000 shares (the “2016 Plan”) and approving moving all options which exceeded the 2009 Plan limits to the 2016 Plan. The 2005, 2009 and 2016 plans are collectively referred to as the “Plans.” All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to Years Ended December 31, 2016 2015 Expected volatility 135.6% 166.38% Expected dividend yield 0 0 Risk-free interest rate 1.25% 1.76% Expected term (in years) 5.00 6.62 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2016 19,340,000 $ .39 7.97 2,500 Granted 1,000,000 $ .11 4.39 5,625 Exercised (899,999 ) – – – Cancelled / Expired (1,125,000 ) – – – Outstanding, December 31, 2016 18,315,001 $ .41 5.18 5,625 Options exercisable, December 31, 2016 16,600,417 $ .41 5.14 5,625 The weighted-average grant-date fair value of options granted during the years ended December 31, 2016 and 2015 was $.08 and $.30, respectively. The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2016 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 $.06 closing price of the Company’s common stock on December 31, 2016. As of December 31, 2016, the fair value of unamortized compensation cost related to unvested stock option awards was $485,936. The option information provided above includes options granted outside of the Plans, which total 4,615,000 as of December 31, 2016. The weighted average assumptions made in calculating the fair value of warrants granted during the years ended December 31, 2016 and 2015 are as follows: Years Ended 2016 2015 Expected volatility 0% 158.35% Expected dividend yield – – Risk-free interest rate 0% 0.30% Expected term (in years) – 0.5 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2016 36,432,782 $ 0.51 4.58 24,800 Granted – $ – – – Exercised (11,008,336 ) – – – Cancelled/Expired (4,171,712 ) – – – Outstanding, December 31, 2016 21,252,734 $ 0.48 1.40 – Warrants exercisable, December 31, 2016 21,252,734 $ 0.48 1.40 –

10. COMMITMENTS AND CONTINGENCI

10. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10: 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 195 current 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 until the next minimum payment due date (approximately 90 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 currently at a conversion price of $.20 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 April, July and October, 2016, Simon drew down on each bank letter of credit for an aggregate of $837,880 owed to each letter of credit provider. 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 in up to 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. In the fourth quarter of 2016, Macerich terminated this agreement. Pursuant to a master agreement effective August, 2015, we entered into an agreement with PREIT pursuant to which we have the right to install our Mobi-Beacons and to send information across the air space of the common areas of our PREIT mall network, which will include approximately 27 malls in select states in 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 is exclusive. Under our agreement between us and PREIT, PREIT is entitled to an agreed upon revenue share over the four-year term of the agreement. In the event the net revenue share as defined in the agreement is not attained for any measurement period, also as defined in the agreement, either party may terminate the agreement upon 90 days prior written notice. PREIT may also terminate the agreement if it determines that Mobiquity’s installed equipment is not adequate and/or provides a negative user experience for the visitors to the PREIT malls. The agreement also provides for PREIT to adjust the number of malls subject to the agreement from time-to-time based upon changes in its beneficial ownership in the malls. In January 2016, we entered into a license agreement with GGP, with an effective date of November 20, 2015. Pursuant to our agreement with GGP, we have the right to install Mobi-Beacons to send information across the air space of the common areas of our GGP mall network in up to 120 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 is exclusive. In the fourth quarter of 2016, GGP terminated this agreement. Pursuant to a master agreement entered into in 2015, we entered into an agreement with Rouse pursuant to which we have the right to install our Mobi-Beacons to send information across the air space of the common areas of our Rouse mall network, which will include approximately 30 malls in select states in 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 is exclusive. Under our agreement between us and Rouse, Rouse is entitled to an agreed upon revenue share over the four-year term of the agreement. In the event the net revenue share as defined in the agreement is not attained for any measurement period, also as defined in the agreement, either party may terminate the agreement upon 90 days prior written notice. Either party may also terminate the agreement due to a material breach which is not cured within 30 days of written notice. Also, Rouse upon at least 60 days written notice to us prior to the end of the second contract year, may terminate the agreement with respect to any participating property for any reason at the end of the second contract year. The agreement also provides for Rouse to adjust the number of malls subject to the agreement from time-to-time based upon changes in its beneficial ownership in the malls. 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. Our lease for approximately 2,000 square feet of space at an annual cost of approximately $28,600 (inclusive of taxes) at 1105 Portion Road, Farmingville, NY 11738 expired in November 2013. We currently lease this property on a month to month basis for approximately $2,500 per month beginning December 2014, with a 5% increase in rent each month. In March 2013, we entered into a two-year lease for an approximately 1,200 square foot facility of office and warehouse space in Barcelona, Spain, at monthly cost of approximately $2,200. This lease on a month-to-month basis. We have closed this facility and consolidated our efforts moving our activities back to the United States. In March of 2014, we entered into a month-to-month lease agreement for approximately 400 square feet of office space located in Manhattan, NY at a monthly cost of $3,700. In May of 2015 we moved to a larger location with the same landlord on a month to month basis for $4,700 each month. Minimum future rentals under non-cancelable lease commitments are as follows: YEARS ENDING DECEMBER 31, 2017 2,467,968 2018 0 2019 and thereafter 0 $ 2,467,968 Rent and real estate tax expense was approximately $3,610,000 and $3,318,000 for the years December 31, 2016 and 2015, 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 plus bonuses equal to 5% of pre-tax earnings (as defined) and other perquisites commonly found in such agreements. In addition, pursuant to the employment contracts, the Company granted the officers options to purchase up to an aggregate of 400,000 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 st th 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 products to a geographically diverse group of customers, performs ongoing credit evaluations of its customers and generally does not require collateral. During the year ended December 31, 2016 a customer accounted for approximately 35% of net revenues and for the year ended December 31, 2015 a customer accounted for approximately 38% of net revenues. The Company holds on hand certain items that are ordered on a regular basis.

11. SEGMENT INFORMATION

11. SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2016
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: Fiscal 2016 Ace Marketing & Promotions, Inc. Mobiquity Networks Inc. Total Net sales $ 2,202,591 $ 65,932 $ 2,268,523 Operating (loss), excluding depreciation (575,492 ) (6,464,214 ) (7,039,706 ) Interest income 3 – 3 Interest (expense) (4,463 ) (3,520,609 ) (3,525,072 ) Depreciation and amortization (20,925 ) (138,922 ) (159,847 ) Comprehensive Loss (600,877 ) (10,123,745 ) (10,724,622 ) Total assets at December 31, 2016 374,156 352,017 726,173 Fiscal 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks Inc. Total Net sales $ 2,491,875 – $ 2,491,875 Operating (loss), excluding depreciation (1,831,241 ) (7,436,250 ) (9,267,491 ) Interest income 41 – 41 Interest (expense) – (996,011 ) (996,011 ) Depreciation and amortization (48,014 ) (144,941 ) (192,955 ) Comprehensive Loss (1,879,214 ) (8,577,202 ) (10,456,416 ) Total assets at December 31, 2015 3,038,728 292,442 3,331,170 All intersegment sales and expenses have been eliminated from the tables above.

12. COMMON STOCK PURCHASE AGREE

12. COMMON STOCK PURCHASE AGREEMENT	12 Months Ended
	Dec. 31, 2016
Common Stock Purchase Agreement
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 and has since become stale. The Purchase Agreement terminated on March 16, 2016.

13. SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
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 February 2017, The Company debt holders converted $3,772,000 of notes being converted at 0.05 per share into 75,440,000 shares of common stock. February 28, 2017, the Company entered into an agreement with a two non-affiliated persons to provide $1.6 million of short term secured debt financing in three monthly tranches. The Company will issue in connection with each tranche, a six-month secured convertible promissory note. In connection with this transaction, the Company agreed to issue an origination fee of 1,600,000 shares of restricted common stock. Alexander Capital L.P. acted as Placement Agent and Advisor for this transaction. In February 2017, the Company reported that all of its Series AA preferred stock and substantially all of its outstanding debt both secured and unsecured (approximately $12.1 million) have been converted into equity securities of the Company as outlined below. It should be noted that the capital transactions below were based on a premium to the average closing sale price of $0.045 per share during the 60 day period prior to February 08, 2017. The Company had outstanding 1,118,538 shares of newly designated Series AAA preferred stock and $1,350,000 of convertible notes. The convertible notes consist of $1,200,000 of secured notes and $150,000 of unsecured notes. Of the 1,118,538 shares of Series AAA preferred stock outstanding, 240,000 Series AA preferred stock with an original cost basis of $2.4 million were converted into Series AAA preferred stock. The remaining 878,538 shares of Series AAA preferred stock were issued in exchange for the conversion of principal and accrued interest of approximately $8,7855,380 of unsecured debt. The terms of the Series AAA preferred stock can be summarized as follows: The price of each preferred share may be convertible into common stock with an equivalent purchase price of $.10 per common share. If the preferred shares are converted, the subscriber will then receive 100% warrant coverage, with each warrant exercisable at $.05 per share with a cash payment to the Company through the close of business on December 31, 2019. The preferred shares have no voting or other preferences except as required by law other than the right of conversion described above and a liquidation preference equal to $.01 per share. Thomas Arnost, our Executive Vice Chairman, and another principal stockholder agreed to convert letters of credit in the principal amount of $2,700,000 and $322,000 of secured debt into shares of common stock at the then marketing price of $.05 per share. Accrued interest on these obligations were either previously converted into our common stock or were upon conversion of the principal, converted into common stock at the fair market value of our common stock at each interest accrual date. In April 2017, Michael Trepeta entered into a separation agreement with the Company pursuant to which he resigned as an executive officer and director. There is currently a vacancy in the Board of Directors of the Company. After his resignation, the Board changed Dean Julia’s title from Co-Chief Executive Officer to Chief Executive Officer. Pursuant to Michael Trepeta’s separation agreement, Mr. Trepeta is entitled to the following benefits: · Six months’ coverage under the Company’s existing director/officer insurance policy; · Indemnification per existing employment agreement; · Expense reimbursement through May 31, 2017; · All options vested shall continue until their normal expiration date; and · Mutual releases.

1. SUMMARY OF SIGNIFICANT ACC20

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
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 had an office in Spain to support our U.S. operations, which office was closed in the fourth quarter of 2016. 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. Mobiquity Technologies, Inc., a New York corporation (OTCQB: MOBQ). Through its wholly-owned subsidiary, Mobiquity Networks, Inc. has evolved and grown from a mobile advertising technology company focused on Driving Awareness and Foot-traffic throughout its indoor mall-based beacon network, into a next generation mobile location data and marketing company. The Company provides precise unique, at-scale location based data and insights on consumer’s real world behavior and trends for use in marketing and research. With our combined exclusive data sets of shopping malls, premium outlets and cinemas beacon data, and first party location data via our advanced Software Development Kit (SDK) utilizing multiple geo-location technologies; Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis. This should create several additional revenue streams, including, but not limited to; Push Notification Campaigns, Re-targeting Campaigns, Data Provision, 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.
GOING CONCERN	GOING CONCERN - The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company's continued existence is dependent upon the Company's ability to obtain additional debt and/or equity financing to advance its new technology revenue stream. The Company has incurred losses for the years ending December 31, 2016 and December 31, 2015 of $10,710,503 and $10,459,724, respectively. As of December 31, 2016, the Company has an accumulated deficit of $51,182,093. The Company has had negative cash flows from operating activities of $5,929,852 and $9,369,631 for the years ending December 31, 2016 and 2015, respectively. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to the Bluetooth-enabled iBeacon compatible technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.
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.
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 December 31, 2016 and 2015. 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 December 31, 2016 and 2015, because of the relatively short-term maturity of these instruments and their market interest rates. No instruments are carried at fair value. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 2. Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ 350,700 $ – $ 350,700 Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature. Derivative Financial Instruments The company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its’ financial instruments, including stock purchase warrants and options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income.
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt instruments with a maturity of three months or less, as well as bank money market accounts, to be cash equivalents. As of December 31, 2016 and 2015, the balances are $213,184 and $2,044,662, respectively.
CONCENTRATION OF CREDIT RISK	CONCENTRATION OF CREDIT RISK - Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and cash and cash equivalents. Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, 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 of December 31, 2016 and 2015, the Company exceeded FDIC limits by $0 and $1,644,032, 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 or shipment has occurred; · 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 company’s shipment 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 – Revenue is recognized with the billing of an advertising contract or data sale. 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. The second type of revenue is through the licensing of our data. Revenue from data can occur in two ways; the first is a direct feed, which is billed at the end of each month. The second way is through the purchasing of audience segments. When an audience segment is purchased, we bill the buyer upon delivery, which is usually 1-2 days for the order date.
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 December 31, 2016 and 2015, allowance for doubtful accounts were $104,611 and $104,611, 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 December 31, 2016 and 2015, 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. Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating income.
LONG-LIVED ASSETS	LONG LIVED ASSETS - 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. The Company recognized $223,487 impairment losses for the period ended December 31, 2016.
PATENTS AND TRADEMARKS	PATENTS and TRADEMARKS - Patents and trademarks 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 ASC985.
ADVERTISING COSTS	ADVERTISING COSTS - Advertising costs are expensed as incurred. For the years ended December 31, 2016 and 2015, there were advertising costs of $6,341 and $14,495, respectively.
ACCOUNTING FOR STOCK BASED COMPENSATION	ACCOUNTING FOR STOCK BASED COMPENSATION. Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 8 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion.
BENEFICIAL CONVERSION FEATURES	BENEFICIAL CONVERSION FEATURES - Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received.
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, “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 December 31, 2016.
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.
NET LOSS PER SHARE	NET LOSS PER SHARE - Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options. 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 51,912,242 and 28,424,266 because they are anti-dilutive, as a result of a net loss for the years ended December 31, 2016 and 2015, respectively.
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.

1. SUMMARY OF SIGNIFICANT ACC21

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Fair value of derivatives	Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ 350,700 $ – $ 350,700

2. PROPERTY AND EQUIPMENT (Tabl

2. PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Property and equipment	USEFUL LIVES 2016 2015 Furniture and Fixtures 3 or 5 years $ 362,930 $ 1,094,601 Leasehold Improvements 5 years 4,084 4,084 367,014 1,098,685 Less Accumulated Depreciation 351,622 995,330 $ 15,392 $ 103,355

3. INTANGIBLE ASSETS (Tables)

3. INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset schedule	USEFUL LIVES 2016 2015 Acquisition of intellectual property (FuturLink) 5 years 98,000 98,000 Website technology development (Venn/AcePlace) 5 years 45,000 45,000 143,000 143,000 Less Accumulated Amortization 105,883 77,283 $ 37,117 $ 65,717
Future accumulated amortization schedule	2017 27,157 2018 9,960 Thereafter - $ 37,117

4. CONVERTIBLE DEBT AND DERIV24

4. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
Summary of Convertible Promissory Notes	2016 2015 Arnost Note $ 322,000 $ 322,000 Cavu Notes, net of $8,379 for 2016 and $28,227 for 2015 debt discounts 241,621 221,773 Berg Notes (a) 3,722,000 3,722,000 Investor Notes, net of discounts 6,546,654 1,582,194 Total Debt 10,832,275 5,847,967 Current portion of debt 10,832,275 4,276,194 Long-term portion of debt $ - $ 1,571,773
Schedule of Derivative Instruments	Derivative Liability 2016 Beginning balance $ (576,557 ) New Issuances (1,079,016 ) Gain, net 1,304,873 Conversions – Ending balance $ (350,700 )

5. FAIR VALUE MEASUREMENTS (Tab

5. FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements, Recurring basis	Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and 2015, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2016 (Level) (Level 2) (Level) Derivative liability (1) $ 350,700 $ – $ 350,700 $ – Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2015 (Level) (Level 2) (Level) Derivative liability (1) $ 576,557 $ – $ 576,557 $ – (1) The Company has estimated the fair value of these embedded derivatives for convertible debenture using a multinomial lattice model.

6. INCOME TAXES (Tables)

6. INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Provision for income taxes	2016 2015 Current: Federal $ – – State – – – – Deferred: Federal – – State – – $ – $ –
Schedule of deferred income taxes	YEARS ENDED DECEMBER 31, 2016 2015 Net operating loss carry-forwards $ (20,261,000 ) $ (15,977,000 ) Stock based compensation – options/warrants 3,540,000 3,267,000 Stock issued for services 971,000 971,000 Gain on derivative instrument (1,011,000 ) (489,000 ) Disallowed entertainment expense 56,000 52,000 Charitable contribution limitation 11,000 11,000 Preferred Stock 39,000 39,000 Bad debt expense & reserves 47,000 47,000 Penalties 1,000 1,000 Loss on extinguishment of debt 114,000 129,000 Beneficial conversion features 119,000 119,000 Mobiquity-Spain – net loss 830,000 695,000 Impairment of long lived assets 89,000 0 Amortization of debt discount 1,311,000 246,000 Deferred Tax Assets (14,144,000 ) (10,889,000 ) Less Valuation Allowance 14,144,000 10,889,000 Net Deferred Tax Asset $ – $ –
Reconciliation of federal statutory rate	YEARS ENDED DECEMBER 31, 2016 2015 Federal Statutory Tax Rate 34.00% 34.00% State Taxes, net of Federal benefit 6.00% 6.00% Change in Valuation Allowance (40.00% ) (40.00% ) Total Tax Expense 0.00% 0.00%

8. OPTIONS AND WARRANTS (Tables

8. OPTIONS AND WARRANTS (Tables)	12 Months Ended
	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock based compensation expense	Years Ended December 31, 2016 2015 Employee stock based compensation-option grants $ 603,536 $ 1,223,332 Employee stock based compensation-stock grants – – Non-Employee stock based compensation-option grants 79,500 30,155 Non-Employee stock based compensation-stock grants – – Non-Employee stock based compensation-stock warrant – 198,761 $ 683,036 $ 1,452,248

9. STOCK OPTION PLANS (Tables)

9. STOCK OPTION PLANS (Tables)	12 Months Ended
	Dec. 31, 2016
Options
Assumptions used	Years Ended December 31, 2016 2015 Expected volatility 135.6% 166.38% Expected dividend yield 0 0 Risk-free interest rate 1.25% 1.76% Expected term (in years) 5.00 6.62
Schedule of options outstanding	Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2016 19,340,000 $ .39 7.97 2,500 Granted 1,000,000 $ .11 4.39 5,625 Exercised (899,999 ) – – – Cancelled / Expired (1,125,000 ) – – – Outstanding, December 31, 2016 18,315,001 $ .41 5.18 5,625 Options exercisable, December 31, 2016 16,600,417 $ .41 5.14 5,625
Warrants
Assumptions used	Years Ended 2016 2015 Expected volatility 0% 158.35% Expected dividend yield – – Risk-free interest rate 0% 0.30% Expected term (in years) – 0.5
Schedule of warrants outstanding	Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2016 36,432,782 $ 0.51 4.58 24,800 Granted – $ – – – Exercised (11,008,336 ) – – – Cancelled/Expired (4,171,712 ) – – – Outstanding, December 31, 2016 21,252,734 $ 0.48 1.40 – Warrants exercisable, December 31, 2016 21,252,734 $ 0.48 1.40 –

10. COMMITMENTS AND CONTINGEN29

10. COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Future lease commitments	YEARS ENDING DECEMBER 31, 2017 2,467,968 2018 0 2019 and thereafter 0 $ 2,467,968

11. SEGMENT INFORMATION (Tables

11. SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2016
Segment Reporting [Abstract]
Schedule of segment information	Fiscal 2016 Ace Marketing & Promotions, Inc. Mobiquity Networks Inc. Total Net sales $ 2,202,591 $ 65,932 $ 2,268,523 Operating (loss), excluding depreciation (575,492 ) (6,464,214 ) (7,039,706 ) Interest income 3 – 3 Interest (expense) (4,463 ) (3,520,609 ) (3,525,072 ) Depreciation and amortization (20,925 ) (138,922 ) (159,847 ) Comprehensive Loss (600,877 ) (10,123,745 ) (10,724,622 ) Total assets at December 31, 2016 374,156 352,017 726,173 Fiscal 2015 Ace Marketing & Promotions, Inc. Mobiquity Networks Inc. Total Net sales $ 2,491,875 – $ 2,491,875 Operating (loss), excluding depreciation (1,831,241 ) (7,436,250 ) (9,267,491 ) Interest income 41 – 41 Interest (expense) – (996,011 ) (996,011 ) Depreciation and amortization (48,014 ) (144,941 ) (192,955 ) Comprehensive Loss (1,879,214 ) (8,577,202 ) (10,456,416 ) Total assets at December 31, 2015 3,038,728 292,442 3,331,170

1. Summary of Significant Acc31

1. Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fair value of derviatives	$ 350,700	$ 576,557
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair value of derviatives	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair value of derviatives	350,700	576,557
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of derviatives	$ 0	$ 0

1. Summary of Significant Polic

1. Summary of Significant Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Net loss	$ (10,710,503)	$ (10,459,724)
Accumulated deficit	(51,182,093)	(40,471,590)
Cash flows from operations	(5,929,852)	(9,369,631)
Cash and cash equivalents	213,184	2,044,662	$ 1,654,171
Cash over FDIC insurance limits	0	1,644,032
Allowance for doubtful accounts	104,611	104,611
Inventory reserve	31,676	31,676
Impairment losses on long lived assets	223,487	0
Advertising costs	$ 6,341	$ 14,495
Antidilutive shares excluded from earnings per share calculation	51,912,242	28,424,266

2. Property and Equipment (Deta

2. Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property and equipment, gross	$ 367,014	$ 1,098,685
Accumulated depreciation	351,622	995,330
Property and equipment, net	15,392	103,355
Furniture and Fixtures [Member]
Property and equipment, gross	$ 362,930	1,094,601
Furniture and Fixtures [Member] | Minimum [Member]
Useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Useful lives	5 years
Leasehold Improvements [Member]
Property and equipment, gross	$ 4,084	$ 4,084
Useful lives	5 years

2. Property and Equipment (De34

2. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 130,634	$ 164,346
Disposal of outdated fixed assets	736,100
Loss on disposal fixed assets	(17,526)	$ 0
Impairment loss of fixed assets	$ 223,487

3. Intangible Assets (Details-I

3. Intangible Assets (Details-Intangible Assets) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Intangible assets, gross	$ 143,000	$ 143,000
Acculumated amortization	105,883	77,283
Intangible assets, net	37,117	65,717
Website Technology Development [Member]
Intangible assets, gross	$ 45,000	45,000
Useful lives	5 years
Intellectual Property [Member]
Intangible assets, gross	$ 98,000	$ 98,000
Useful lives	5 years

3. Intangible Assets (Details-F

3. Intangible Assets (Details-Future amortization) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2,017	$ 27,157
2,018	9,960
Thereafter	0
Total	$ 37,117	$ 65,717

3. Intangible Assets (Details N

3. Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 28,600	$ 28,609

4. Convertible Debt And Deriv38

4. Convertible Debt And Derivative Liabilities (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Total debt	$ 10,832,275	$ 5,847,967
Current portion of debt	10,832,275	4,276,194
Long-term portion of debt	0	1,571,773
Arnost Note
Total debt	322,000	322,000
Cavu Notes
Total debt	241,621	221,773
Berg Notes
Total debt	3,722,000	3,722,000
Investor Notes [Member]
Total debt	$ 6,546,654	$ 1,582,194

4. Convertible Debt And Deriv39

4. Convertible Debt And Derivative Liabilities (Details- Derivative Instruments )	12 Months Ended
	Dec. 31, 2016USD ($)
Debt Disclosure [Abstract]
Beginning balance	$ (576,557)
New Issuances	(1,079,016)
Gain, net	1,304,873
Conversions	0
Ending balance	$ (350,700)

5. Fair Value Measurements (Det

5. Fair Value Measurements (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Derivative liability	$ 350,700	$ 576,557
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Derivative liability	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Derivative liability	350,700	576,557
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 0	$ 0

6. Income Taxes (Details-Provis

6. Income Taxes (Details-Provision) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current:
Federal	$ 0	$ 0
State	0	0
Total Current	0	0
Deferred:
Federal	0	0
State	0	0
Total Deferred	$ 0	$ 0

6. Income Taxes (Details-Deferr

6. Income Taxes (Details-Deferred Taxes) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred Tax Assets:
Net operating loss carry-forwards	$ (20,261,000)	$ (15,977,000)
Stock based compensation - options/awards	3,540,000	3,267,000
Stock issued for services (stock grants)	971,000	971,000
Gain on derivative instrument	(1,011,000)	(489,000)
Disallowed entertainment expense	56,000	52,000
Charitable contribution limitation	11,000	11,000
Preferred stock	39,000	39,000
Bad debt expense and reserves	47,000	47,000
Penalties	1,000	1,000
Loss on extinguishment of debt	114,000	129,000
Beneficial Conversion Feature	119,000	119,000
Mobiquity-Spain - net loss	830,000	695,000
Impairment of long lived assets	89,000	0
Amortization of debt discount	1,311,000	246,000
Deferred Tax Assets	(14,144,000)	(10,889,000)
Less Valuation Allowance	14,144,000	10,889,000
Net Deferred Tax Asset	$ 0	$ 0

6. Income Taxes (Details-Federa

6. Income Taxes (Details-Federal Statutory Rate)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Federal Statutory Tax Rate	34.00%	34.00%
State Taxes, net of Federal benefit	6.00%	6.00%
Change in Valuation Allowance	(40.00%)	(40.00%)
Total Tax Expense	0.00%	0.00%

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2016USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 50,653,000
Operating loss expiration date	Dec. 31, 2034

8. Options and Warrants (Detail

8. Options and Warrants (Details-Stock compensation expense) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Total stock-based compensation expense	$ 683,036	$ 1,452,248
Option Grants
Total stock-based compensation expense	603,536	1,223,332
Stock Grants
Total stock-based compensation expense	0	0
Non-Employee Option Grants
Total stock-based compensation expense	79,500	30,155
Non-Employee Stock Grants
Total stock-based compensation expense	0	0
Non-Employee Stock Warrants
Total stock-based compensation expense	$ 0	$ 198,761

9. Stock Option Plans (Details

9. Stock Option Plans (Details - Assumptions)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Options
Expected volatility	135.60%	166.38%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.25%	1.76%
Expected term (in years)	5 years	6 years 7 months 13 days
Warrants
Expected volatility	0.00%	158.35%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	0.00%	0.30%
Expected term (in years)	0 months	6 months

9. Stock Option Plans (Details-

9. Stock Option Plans (Details- Option Activity) - Options	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Shares
Shares outstanding - beginning | shares	19,340,000
Shares granted | shares	1,000,000
Shares exercised | shares	(899,999)
Shares cancelled and expired | shares	(1,125,000)
Shares outstanding - ending | shares	18,315,001
Shares exercisable | shares	16,600,417
Weighted Average Exercise Price
Weighted average exercise price - beginning | $ / shares	$ 0.39
Weighted average exercise price - shares granted | $ / shares	0.11
Weighted average exercise price - shares Exercised | $ / shares	0
Weighted average exercise price - shares Cancelled | $ / shares	0
Weighted average exercise price - ending | $ / shares	0.41
Weighted average exercise price - exercisable | $ / shares	$ 0.41
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	7 years 11 months 19 days
Weighted average contractural term - granted	4 years 4 months 21 days
Weighted average contractural term - ending	5 years 2 months 5 days
Weighted average contractural term - exercisable	5 years 1 month 21 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 2,500
Aggregate intrinsic value - granted | $	5,625
Aggregate intrinsic value - ending | $	5,625
Aggregate intrinsic value - exercisable | $	$ 5,625

9. Stock Options Plans (Details

9. Stock Options Plans (Details-Warrants Outstanding) - Warrants	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Shares
Shares outstanding - beginning | shares	36,432,782
Shares granted | shares	0
Shares exercised | shares	(11,008,336)
Shares cancelled and expired | shares	(4,171,712)
Shares outstanding - ending | shares	21,252,734
Shares exercisable | shares	21,252,734
Weighted Average Exercise Price
Weighted average exercise price - beginning	$ 0.51
Weighted average exercise price - shares granted	0
Weighted average exercise price - shares Exercised	0
Weighted average exercise price - shares Cancelled	0
Weighted average exercise price - ending	0.48
Weighted average exercise price - exercisable	$ 0.48
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	4 years 6 months 29 days
Weighted average contractural term - granted	0 years
Weighted average contractural term - ending	1 year 4 months 24 days
Weighted average contractural term - exercisable	1 year 4 months 24 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 24,800
Aggregate intrinsic value - granted	$ 0
Aggregate intrinsic value - ending | $	$ 0
Aggregate intrinsic value - exercisable | $	$ 0

9. Stock Option Plans (Detail49

9. Stock Option Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Unamortized compensation cost related to stock option awards	$ 485,936
Options
Weighted average grant date fair value of options	$ .08	$ 0.30

10. Commitments and Contingen50

10. Commitments and Contingencies (Details-Lease commitments)	Dec. 31, 2016USD ($)
Commitments and Contingencies Disclosure [Abstract]
Minimum lease commitment 2017	$ 2,467,968
Minimum lease commitment 2018	0
Minimum lease commitment 2019 and thereafter	0
Minimum lease commitment total	$ 2,467,968

10. Commitments and Contingen51

10. Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Rent and real estate expense	$ 3,610,000	$ 3,318,000
Sales Revenue, Net [Member]
Concentration risk percentage	35.00%	38.00%

10. Segment Information (Detail

10. Segment Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Net sales	$ 2,268,523	$ 2,491,875
Operating (loss), excluding depreciation	(7,039,706)	(9,267,491)
Interest income	3	41
Interest (expense)	(3,525,072)	(996,011)
Depreciation and amortization	(159,847)	(192,955)
Comprehensive Loss	(10,724,622)	(10,456,416)
Assets	726,173	3,331,170
Ace Marketing and Promotions, Inc.
Net sales	2,202,591	2,491,875
Operating (loss), excluding depreciation	(575,492)	(1,831,241)
Interest income	3	41
Interest (expense)	(4,463)	0
Depreciation and amortization	(20,925)	(48,014)
Comprehensive Loss	(600,877)	(1,879,214)
Assets	374,156	3,038,728
Mobiquity Networks Inc
Net sales	65,932	0
Operating (loss), excluding depreciation	(6,464,214)	(7,436,250)
Interest income	0	0
Interest (expense)	(3,520,609)	(996,011)
Depreciation and amortization	(138,922)	(144,941)
Comprehensive Loss	(10,123,745)	(8,577,202)
Mobiquity Networks Inc.
Assets	$ 352,017	$ 292,442