Mobiquity (MOBQ) 10-K 17 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 16, 2018	Jun. 30, 2017
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, 2017
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		199,375,600
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017
Entity Public Float			$ 13,536,511

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 56,470	$ 193,933
Accounts receivable, net	18,576	0
Prepaid expenses and other current assets	17,638	5,590
Assets of discontinued operations	0	450,680
Total Current Assets	92,684	650,203
Property and equipment, net	0	9,187
Intangible assets, net	9,960	29,560
Other Assets	11,275	37,223
Total Assets	113,919	726,173
Current Liabilities:
Accounts payable	458,280	418,719
Accrued expenses	735,431	1,150,564
Derivative liability	666,123	350,700
Note payables - Bank	54,644	0
Convertible promissory notes, net	3,149,498	10,832,275
Liabilities of discontinued operations	0	507,042
Total Current Liabilities	5,063,976	13,259,300
Total Liabilities	5,063,976	13,259,300
AAA Preferred Stock, $.0001 par value; 5,000,000 shares authorized 1,090,588 and zero shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively	11,552,513	0
Commitments and contingencies
Stockholders' Deficit:
Preferred Stock, $.0001 par value; 5,000,000 shares authorized, 240,000 and 240,000 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively	25	25
Common stock, $.0001 par value; 900,000,000 and 500,000,000 shares authorized; 198,375,600 and 99,020,103 shares issued and outstanding at December 31, 2017, and December 31, 2016, respectively	19,850	9,913
Additional paid-in capital	44,776,029	38,652,075
Accumulated other comprehensive loss	0	(13,047)
Accumulated deficit	(61,298,474)	(51,182,093)
Total Stockholders' Deficit	(16,502,570)	(12,533,127)
Total Liabilities and Stockholders' Deficit	$ 113,919	$ 726,173

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
AAA Preferred Stock par value	$ .0001
AAA Preferred Stock shares authorized	5,000,000
AAA Preferred Stock shares issued	1,090,588
AAA Preferred Stock shares outstanding	1,090,588
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	5,000,000	5,000,000
Preferred Stock shares issued	240,000	240,000
Preferred stock shares outstanding	240,000	240,000
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	900,000,000	500,000,000
Common stock shares issued	198,375,600	99,020,103
Common stock outstanding	198,375,600	99,020,103

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenues
Service revenue	$ 385,628	$ 65,932
Total revenues	385,628	65,932
Cost of Revenues
Cost of service revenue	684,004	162,075
Total cost of revenue	684,004	162,075
Gross Profit	(298,376)	(96,143)
Operating Expenses:
Selling, general and administrative expenses	4,908,934	7,885,264
Total Operating Expenses	4,908,934	7,885,264
Loss from Operations	(5,207,310)	(7,981,407)
Other Income (Expense):
Interest expense	(3,058,310)	(3,520,609)
Change in derivatives	3,376,620	1,870,653
Initial derivative expense	(1,284,704)	(565,780)
Loss on disposition of fixed assets	0	(17,526)
Loss on settlement of debt	(4,071,789)	36,177
Total Other Income (Expense)	(5,038,183)	(2,197,085)
Net Loss from continuing operations	(10,245,493)	(10,178,492)
Other Comprehensive (Loss)	13,047	(14,119)
Discontinued operations:
(Loss) from operations of discontinued entity	(149,608)	(532,011)
Gain on sale of segment	278,720	0
Net Comprehensive Loss	$ (10,103,334)	$ (10,724,622)
Net loss per common share for continuing operations	$ (0.06)	$ (0.12)
Net Loss per Common Sahre: Basic and Diluted	$ (0.05)	$ (0.13)
Weighted Average Common Shares Outstanding: Basic and diluted	184,099,336	83,575,215

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income / Loss	Subscription Receivable	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2015	200,000	78,781,757
Beginning balance, value at Dec. 31, 2015	$ 20	$ 7,887	$ 36,356,626	$ 1,072	$ 0	$ (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 the exercise of warrants, shares		11,908,335
Common stock issued for the exercise of 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)	0	(51,182,093)	(12,533,127)
Common stock issued new, shares		6,225,000
Common stock issued for new, value		$ 623	310,627				311,250
Common stock issued in exchange for interest, shares		9,002,164
Common stock issued in exchange for interest, value		$ 900	493,592				494,492
Common stock issued for services, shares		5,038,532
Common stock issued for services, value		$ 504	405,950				406,454
Common stock issued for the exercise of warrants, shares		1,916,667
Common stock issued for the exercise of warrants, value		$ 192	95,642				95,834
Stock based compensation			595,692				595,692
Common stock issued for conversion of debt, shares		73,440,000
Common stock issued for conversion of debt, value		$ 7,344	3,664,656				3,672,000
Derivative conversions			229,939				229,939
Mezzanine shares, shares		3,200,000
Mezzanine shares, value		$ 320	301,180				301,500
Shares issued for debt extinguishment, shares		533,334
Shares issued for debt extinguishment, value		$ 54	26,676				26,730
Net Loss				13,047		(10,116,381)	(10,103,334)
Ending balance, shares at Dec. 31, 2017	240,000	198,375,600
Ending balance, value at Dec. 31, 2017	$ 25	$ 19,850	$ 44,776,029	$ 0	$ 0	$ (61,285,427)	$ (16,502,570)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash Flows from Operating Activities:
Net loss	$ (10,245,493)	$ (10,178,492)
Net gain (loss) - discontinued operations	129,113	(532,011)
Total Net Loss	(10,116,382)	(10,710,503)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense	2,994	130,634
Amortization - Intangible Assets	19,600	28,600
Amortization - Debt discount	2,338,155	2,662,564
Change in derivatives	(3,376,620)	(1,870,653)
Stock-based compensation	595,692	683,036
Common stock issued for services	406,454	122,730
Stock incentives	63,255	0
Initial derivative expense	1,284,704	565,780
Disposal of assets	12,241	17,526
Gain on settlement of debt	4,071,789	(36,177)
Impairment of long-lived assets	0	223,487
Gain on sale of segment	(128,720)	0
Expenses paid from note	567,737	0
Changes in operating assets and liabilities:
Accounts receivable	(18,576)	24,385
Inventory	0	38,602
Prepaid expenses and other assets	7,851	593,969
Accounts payable	32,325	432,243
Accrued expenses and other current liabilities	12,906	371,813
Accrued interest	559,056	792,112
Total adjustments	6,450,844	4,780,651
Net Cash from operating activities - Discontinued operations	(72,359)	0
Net Cash Used in Operating Activities	(3,665,537)	(5,929,852)
Cash Flows from Investing Activities:
Purchase of property and equipment	0	(283,684)
Net Cash Used in Investing Activities	151,954	(283,684)
Cash from investing activities - discontinued operations	151,954	0
Cash Flows from Financing Activities:
Proceeds from the issuance of notes, net	2,557,000	3,400,760
Proceeds from issuance of common stock	311,250	0
Proceeds received from exercising warrants	95,834	595,417
Cash paid for accrued interest	(3,140)	0
Proceeds from the collection of stock subscription receivable	456,503	0
Cash received from bank notes	121,000	0
Cash paid on bank loans	(103,016)	0
Proceeds from issuance of preferred stock	0	400,000
Net Cash Provided by Financing Activities	3,435,431	4,396,177
Net Change in Cash and Cash Equivalents	(150,511)	(1,817,359)
Cash and Cash Equivalents, beginning of period	193,933	2,044,662
Change in foreign currency	13,047	(14,119)
Cash and Cash Equivalents, end of period	56,470	193,933
Supplemental Disclosure Information:
Cash paid for interest	30,635	169,873
Cash paid for taxes	0	0
Non-cash Financing and Investing Activities:
Stock issued for interest	907,053	476,297
Discount on convertible notes	2,096,947	0
Recognition of debt discount	0	1,079,016
Conversion of notes and interest in AAA Preferred and Common Stock	$ 13,480,992	$ 0

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
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. Ace Marketing, its legacy marketing and promotions business was successfully sold on October 1, 2017, allowing us to focus our full attention to Mobiquity Networks. Mobiquity Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiary; Mobiquity Networks, Inc. (“Mobiquity Networks”). The Company’s wholly-owned subsidiary, Mobiquity Networks has evolved and grown from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. With its combined first party location data via its advanced SDK and its various exclusive data sets; Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis. utilizing multiple geo-location technologies. Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to; Advertising, Data Licensing, 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 from continued operations for the years ending December 31, 2017 and December 31, 2016 of $10,245,493 and $10,178,492, respectively. As of December 31, 2017, the Company has an accumulated deficit of $61,298,475. The Company has had negative cash flows from operating activities of $3,665,537 and $5,929,852 for the years ending December 31, 2017 and 2016, 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 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 subsidiary, Mobiquity Networks, Inc., 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- The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ – $ 666,123 $ 666,123 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 has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting related to 15 convertible notes issued totaling $3,234,000 which included a ratchet provision in the conversion price of $.05 or $.30 or a price equal to the last equity transaction completed by the Company as part of a subscription agreement . The notes have maturity dates ranging from February 11, 2018 – March 28, 2018. The Company also has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting 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, 2017. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $3,376,620 and initial derivative expense of $1,284,704 during the year ended December 31, 2017. As of December 31, 2017, the fair market value of the derivatives aggregated $666,123 using the following assumptions: estimated 0.1 to 4.33-year term, estimated volatility of 183.70% to 415.83%, and a discount rate of 0.00% to 1.87%. 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, 2017 and 2016, the balances are $56,470 and $193,933, 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. Our current receivable at December 31, 2017 is all with a single customer. Two customers constitute 75.44% of our sales. Customer A percentage of sales was 42.28% and customer B was 33.16%. 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, 2017 and 2016, the Company exceeded FDIC limits by $0 and $0, 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. 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, 2017 and 2016, allowance for doubtful accounts were $0 and $0, 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 no impairment losses for the period ended December 31, 2017. 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 ASC 985. ADVERTISING COSTS - Advertising costs are expensed as incurred. For the years ended December 31, 2017 and 2016, there were advertising costs of $0 and $3,841, 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 owned a subsidiary in Europe with it operations in 2016 consolidated into our U.S. location. Our subsidiary’s functional currency in 2016 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 the date operations were consolidated into our U.S. location. 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 110,453,240 and 51,912,242 because they are anti-dilutive, as a result of a net loss for the years ended December 31, 2017 and 2016, respectively. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - ASC 606, Revenue from contracts with customers, the effective date of ASC 606 is for annual reporting periods beginning after December 15, 2017. It provides accounting guidance related to revenue from contracts with customers. The guidance applies to all entities and to all customers. The accounting for ASC 606 will take effect for our company starting in January of 2018. 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, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	Property and equipment, net, consist of the following at December 31: USEFUL LIVES 2017 2016 Furniture and Fixtures 3 or 5 years $ 55,702 $ 73,450 55,702 73,450 Less Accumulated Depreciation 55,702 64,263 $ – $ 9,187 Depreciation expense from continuing operations for the years ended December 31, 2017 and 2016 was $5,667 and $119,332, respectively. No deposition or impairment of assets during 2017. In 2016 the company disposed of approximately $736,100 of outdated fixed assets resulting in a loss on disposal of $17,526. In 2016, 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, no impairment loss was recorded for December 31, 2017.

3. INTANGIBLE ASSETS

3. INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Intangible assets, net, consist of the following at December 31: USEFUL LIVES 2017 2016 Acquisition of intellectual property (FuturLink) 5 years 98,000 98,000 98,000 98,000 Less Accumulated Amortization 88,040 68,440 $ 9,960 $ 29,560 Future amortization, for the years ending December 31, is as follows: 2018 9,960 2019 – Thereafter – $ 9,960 Amortization expense from continuing operations for the years ended December 31, 2017 and 2016 was $19,600 and $19,600, respectively.

4. CONVERTIBLE DEBT AND DERIVAT

4. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTE	Summary of Convertible Promissory Notes: 2017 2016 Arnost Note $ – $ 322,000 CAVU Notes, net of $0 for 2017 and $8,379 for 2016 100,000 241,621 Berg Notes (a) 50,000 3,722,000 Investor Notes, net of discounts of $0 and $529,107, respectively – 6,546,654 Secured Notes (b) net of discounts of $234,502 for 2017 and $0 for 2016 2,999,498 – Total Debt 3,149,498 10,832,275 Current portion of debt 3,149,498 10,832,275 Long-term portion of debt $ – $ – (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. (b) On February 28, 2017, the Company entered into an agreement with 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 3,200,000 warrants. Alexander Capital L.P. acted as Placement Agent and Advisor for this transaction. In August, September and October 2017, the noteholders exchanged their $1,600,000 of notes that were coming due in August through October 2017 plus a 30% premium and accrued interest for new six-month notes in the principal amount of $2,184,000. As additional consideration for the exchange, the Company issued 533,334 shares of common stock.. The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting related to 15 convertible notes issued totaling $3,234,000 which included a ratchet provision in the conversion price of $.05 or $.30 or a price equal to the last equity transaction completed by the Company as part of a subscription agreement . The notes have maturity dates ranging from July 31, 2017 – June 13, 2018. The Company also has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting . 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, 2017. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $3,376,620 and initial derivative expense of $1,284,704 during the period ended December 31, 2017. As of December 31, 2017, the fair market value of the derivatives aggregated $666,123 using the following assumptions: estimated 0.1 to 4.33-year term, estimated volatility of 183.70% to 415.83%, and a discount rate of 0.00% to 1.87%. In February 2017, The Company debt holders converted $3,672,000 of notes being converted at 0.05 per share into 73,440,000 shares of common stock. In February 2017, the Company reported that substantially all of its outstanding debt both secured and unsecured 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 882,588 shares of newly designated Series AAA preferred stock and $1,350,000 of convertible notes. The convertible notes consisted of $1,200,000 of secured notes and $150,000 of unsecured notes. The 882,588 shares of Series AAA preferred stock were issued in exchange for the conversion of principal and accrued interest of approximately $9,147,891 of unsecured debt. This conversion resulted in a loss on extinguishment of debt of $2,706,197. Between August and December 2017, the Company issued $3,234,000 of secured notes due in six months to various investors. The notes are convertible at $.05 per share through the maturity date, subject to adjustment in the event of default. A total of 3,234,000 origination shares of common stock were issued to the noteholders. Thomas Arnost, Chairman of the Company, invested $100,000 in the loan transaction. The terms of the Series AAA preferred stock can be summarized as follows: The price of each preferred share shall be, at the option of the holder, convertible into 100 shares of Common Stock. 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. In February 2017, 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. A recap of the derivative instruments is as follows: Derivative Liability 2016 Beginning balance $ (576,557 ) New Issuances (1,079,016 ) Discount on new derivative in excess of note face value (565,780 ) Gain on revaluation of derivatives 1,870,653 Ending balance $ (350,700 ) Derivative Liability 2017 Beginning balance $ (350,700 ) Discount on new issuances (1,867,287 ) Discount on new derivatives in excess of note face value (1,284,704 ) Gain on revaluation of derivatives 3,376,620 Conversions 229,939 Effect of debt extinguishment (769,991 ) Ending balance $ (666,123 )

5. FAIR VALUE MEASUREMENTS

5. FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2017
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, 2017 and 2016, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2017 (Level 1) (Level 2) (Level 3) Derivative liability (1) $ 666,123 $ – $ – $ 666,123 Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2016 (Level 1) (Level 2) (Level 3) Derivative liability (1) $ 350,700 $ – $ – $ 350,700 (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, 2017
Income Tax Disclosure [Abstract]
INCOME TAXES	The provision for income taxes for the years ended December 31, 2017 and 2016 is summarized as follows: 2017 2016 Current: Federal $ – – State – – – – Deferred: Federal – – State – – $ – $ – The Company has federal and state net operating loss carry forwards of approximately $60,876,000, 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, 2017 2016 Net operating loss carry-forwards $ (24,351,000 ) $ (20,261,000 ) Stock based compensation – options/warrants 3,778,000 3,540,000 Stock issued for services 971,000 971,000 Gain on derivative instrument (2,361,000 ) (1,011,000 ) Disallowed entertainment expense 59,000 56,000 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 1,743,000 114,000 Beneficial conversion features 119,000 119,000 Mobiquity-Spain – net loss 830,000 830,000 Impairment of long lived assets 89,000 89,000 Stock issued for interest 376,000 – Nondeductible insurance 10,000 – Stock incentives 24,000 – Derivative expense 514,000 – Amortization of debt discount 2,246,000 1,311,000 Deferred Tax Assets (15,855,000 ) (14,144,000 ) Less Valuation Allowance 15,855,000 14,144,000 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, 2017
Equity [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	Shares issued for services During the year ended December 31, 2017, the Company issued 5,038,332 shares of common stock, at $0.05 to $0.13 per share for $406,454 in exchange for services rendered. Shares issued for accrued interest During the year ended December 31, 2017, the Company issued 9,002,164 common shares, at $0.04 to $0.09 per share, valued at $494,492 and AAA preferred shares of 47,588, at $10.00 per share, valued at $475,841 as payment of interest.

8. OPTIONS AND WARRANTS

8. OPTIONS AND WARRANTS	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
OPTIONS AND WARRANTS	The Company’s results for the years ended December 31, 2017 and 2016 include employee share-based compensation expense totaling $595,692 and $683,036, 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, 2017 and 2016: Years Ended December 31, 2017 2016 Employee stock-based compensation - option grants $ 473,192 $ 603,536 Employee stock-based compensation-stock grants – – Non-Employee stock-based compensation - option grants 11,500 79,500 Non-Employee stock-based compensation-stock grants – – Non-Employee stock-based compensation-stock warrant 111,000 – $ 595,692 $ 683,036

9. STOCK OPTION PLANS

9. STOCK OPTION PLANS	12 Months Ended
	Dec. 31, 2017
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, 2017 2016 Expected volatility 146.8% 135.6% Expected dividend yield 0 0 Risk-free interest rate 1.89% 1.25% Expected term (in years) 5.00 5.00 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2017 18,315,001 $ 0.41 5.18 5,625 Granted 250,000 $ 0.05 4.00 – Exercised – – – – Cancelled / Expired (1,050,000 ) – – – Outstanding, December 31, 2017 17,515,001 $ 0.39 4.43 – Options exercisable, December 31, 2017 17,037,918 $ 0.39 4.40 – The weighted-average grant-date fair value of options granted during the years ended December 31, 2017 and 2016 was $0.05 and $0.08, 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 $0.02 closing price of the Company’s common stock on December 31, 2017. As of December 31, 2017, the fair value of unamortized compensation cost related to unvested stock option awards was $24,955. The option information provided above includes options granted outside of the Plans, which total 4,115,000 as of December 31, 2017. The weighted average assumptions made in calculating the fair value of warrants granted during the years ended December 31, 2017 and 2016 are as follows: Years Ended 2017 2016 Expected volatility 157.84% 0% Expected dividend yield – – Risk-free interest rate 1.87% 0% Expected term (in years) 4.10 – Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2017 21,252,734 $ 0.48 1.40 – Granted 7,400,000 $ 0.06 3.02 – Exercised (1,916,667 ) – – – Cancelled/Expired (14,754,400 ) – – – Outstanding, December 31, 2017 11,981,667 $ 0.20 2.58 – Warrants exercisable, December 31, 2017 11,981,667 $ 0.20 2.58 –

10. COMMITMENTS AND CONTINGENCI

10. COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS – In April 2011, we entered into our agreement with Simon Property Group, which agreement was amended first in September 2013 and then in July 2014. This second amendment provides for us to expand our location-based mobile mall network footprint to about 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, and January, March 2017, Simon drew down on each bank letter of credit for an aggregate of $1,350,000 owed to each letter of credit provider. Simon agreement expired in May 2017. 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. This agreement is no longer material as it is a revenue sharing agreement with respect to a discontinued line of business. 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. This agreement is no longer material as it is a revenue sharing agreement with respect to a discontinued line of business. 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 was estimated at $127,000, including electricity, subject to an annual increase of 3%. This lease was not renewed. 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 leased this property on a month to month basis for approximately $2,500 per month from December 2014 to September 2017, with a 5% increase in rent each month until Ace was sold in October 2017. 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. In 2017 the Company is leasing on a month-to-month basis two fully furnished executive suites in Manhattan at a monthly cost of approximately $6,700. These executive suites are located at 85 Broadway, 16 th Minimum future rentals under non-cancelable lease commitments are as follows: YEARS ENDING DECEMBER 31, 2018 – 2019 – 2019 and thereafter – $ – Rent and real estate tax expense was approximately $1,032,272 and $3,534,439 for the years December 31, 2017 and 2016, respectively. EMPLOYMENT CONTRACTS – Dean L. Julia On March 1, 2005, the Company entered into employment contracts with Dean L. Julia. The employment agreement provides for minimum annual salaries plus bonuses equal to 5% of pre-tax earnings (as defined) and other perquisites commonly found in such agreements. On August 22, 2007, the Company approved a three-year extension of the employment contract with Mr. Julia 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 Mr. Julia 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 Mr. Julia for the next contract year, plus the amount of bonuses paid (or entitle to be paid) to Mr. Julia 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 to expire on March 1, 2015. The Board approved the continuation of Mr. Julia’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 agreement of Mr. Julia 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 agreement of Mr. Julia to provide that Mr. Julia 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, Mr. Julia may choose to receive the aforementioned bonus or 1% of the control consideration paid by acquirer(s) to acquire majority control of the Company. Michael Trepeta In April 2017, Michael Trepeta, who had an identical agreement to Mr. Julia and served as Co-Chief Executive Officer and President of the Company, 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. 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. This agreement has expired. 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 During the year ended December 31, 2017, two customers accounted for approximately 75% of revenues and for the year ended December 31, 2016, three customers accounted for all our revenues.

11. DISCONTINUED OPERATIONS

11. DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	December 31, 2017 December 31, 2016 Revenue $ 1,945,940 $ 2,202,591 Cost of service revenue (1,495,507 ) (1,564,201 ) Gross Profit 450,433 638,390 Expenses Advertising – 2,500 Depreciation 1,229 11,312 Amortization 7,022 9,613 Rent 80,286 75,387 Other SG & A 477,077 1,067,129 Interest 34,427 4,460 Loss on discontinued operations, net $ (149,608 ) $ (532,011 ) Accounts receivable, net $ – $ 298,928 Inventory, net – 79,291 Property and equipment – 6,205 Intangibles, net – 7,557 Other – 58,699 Assets of discontinued operations, net – 450,680 Accounts payable – 295,962 Accrued expenses – 211,080 Liabilities of discontinued operations, net $ – $ 507,042

12. SUBSEQUENT EVENTS

12. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	In the first quarter of 2018, the Company entered into an agreement with a non-affiliated persons to provide $1,000,000 of short term secured debt financing in four 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 1,000,000 shares of restricted common stock. Alexander Capital L.P. acted as Placement Agent and Advisor for this transaction.

1. SUMMARY OF SIGNIFICANT ACC19

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
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. Ace Marketing, its legacy marketing and promotions business was successfully sold on October 1, 2017, allowing us to focus our full attention to Mobiquity Networks. Mobiquity Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiary; Mobiquity Networks, Inc. (“Mobiquity Networks”). The Company’s wholly-owned subsidiary, Mobiquity Networks has evolved and grown from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. With its combined first party location data via its advanced SDK and its various exclusive data sets; Mobiquity Networks provides one of the most accurate and scaled solution for mobile data collection and analysis. utilizing multiple geo-location technologies. Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to; Advertising, Data Licensing,
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 from continued operations for the years ending December 31, 2017 and December 31, 2016 of $10,245,493 and $10,178,492, respectively. As of December 31, 2017, the Company has an accumulated deficit of $61,298,475. The Company has had negative cash flows from operating activities of $3,665,537 and $5,929,852 for the years ending December 31, 2017 and 2016, 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 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 subsidiary, Mobiquity Networks, Inc., 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- The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: · Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. · Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ – $ 666,123 $ 666,123 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 has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting related to 15 convertible notes issued totaling $3,234,000 which included a ratchet provision in the conversion price of $.05 or $.30 or a price equal to the last equity transaction completed by the Company as part of a subscription agreement . The notes have maturity dates ranging from February 11, 2018 – March 28, 2018. The Company also has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting 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, 2017. The fair values of the derivative instruments are measured each quarter, which resulted in a gain of $3,376,620 and initial derivative expense of $1,284,704 during the year ended December 31, 2017. As of December 31, 2017, the fair market value of the derivatives aggregated $666,123 using the following assumptions: estimated 0.1 to 4.33-year term, estimated volatility of 183.70% to 415.83%, and a discount rate of 0.00% to 1.87%.
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, 2017 and 2016, the balances are $56,470 and $193,933, 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. Our current receivable at December 31, 2017 is all with a single customer. Two customers constitute 75.44% of our sales. Customer A percentage of sales was 42.28% and customer B was 33.16%. 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, 2017 and 2016, the Company exceeded FDIC limits by $0 and $0, 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. 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, 2017 and 2016, allowance for doubtful accounts were $0 and $0, 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 no impairment losses for the period ended December 31, 2017.
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 ASC 985.
ADVERTISING COSTS	ADVERTISING COSTS - Advertising costs are expensed as incurred. For the years ended December 31, 2017 and 2016, there were advertising costs of $0 and $3,841, 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 owned a subsidiary in Europe with it operations in 2016 consolidated into our U.S. location. Our subsidiary’s functional currency in 2016 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 the date operations were consolidated into our U.S. location.
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 110,453,240 and 51,912,242 because they are anti-dilutive, as a result of a net loss for the years ended December 31, 2017 and 2016, respectively.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - ASC 606, Revenue from contracts with customers, the effective date of ASC 606 is for annual reporting periods beginning after December 15, 2017. It provides accounting guidance related to revenue from contracts with customers. The guidance applies to all entities and to all customers. The accounting for ASC 606 will take effect for our company starting in January of 2018. 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 ACC20

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Fair value of derivatives	Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ – $ 666,123 $ 666,123

2. PROPERTY AND EQUIPMENT (Tabl

2. PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Property and equipment	USEFUL LIVES 2017 2016 Furniture and Fixtures 3 or 5 years $ 55,702 $ 73,450 55,702 73,450 Less Accumulated Depreciation 55,702 64,263 $ – $ 9,187

3. INTANGIBLE ASSETS (Tables)

3. INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset schedule	USEFUL LIVES 2017 2016 Acquisition of intellectual property (FuturLink) 5 years 98,000 98,000 98,000 98,000 Less Accumulated Amortization 88,040 68,440 $ 9,960 $ 29,560
Future accumulated amortization schedule	2018 9,960 2019 – Thereafter – $ 9,960

4. CONVERTIBLE DEBT AND DERIV23

4. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Summary of Convertible Promissory Notes	2017 2016 Arnost Note $ – $ 322,000 CAVU Notes, net of $0 for 2017 and $8,379 for 2016 100,000 241,621 Berg Notes (a) 50,000 3,722,000 Investor Notes, net of discounts of $0 and $529,107, respectively – 6,546,654 Secured Notes (b) net of discounts of $234,502 for 2017 and $0 for 2016 2,999,498 – Total Debt 3,149,498 10,832,275 Current portion of debt 3,149,498 10,832,275 Long-term portion of debt $ – $ – (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. (b) On February 28, 2017, the Company entered into an agreement with 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 3,200,000 warrants. Alexander Capital L.P. acted as Placement Agent and Advisor for this transaction. In August, September and October 2017, the noteholders exchanged their $1,600,000 of notes that were coming due in August through October 2017 plus a 30% premium and accrued interest for new six-month notes in the principal amount of $2,184,000. As additional consideration for the exchange, the Company issued 533,334 shares of common stock..
Schedule of Derivative Instruments	Derivative Liability 2016 Beginning balance $ (576,557 ) New Issuances (1,079,016 ) Discount on new derivative in excess of note face value (565,780 ) Gain on revaluation of derivatives 1,870,653 Ending balance $ (350,700 ) Derivative Liability 2017 Beginning balance $ (350,700 ) Discount on new issuances (1,867,287 ) Discount on new derivatives in excess of note face value (1,284,704 ) Gain on revaluation of derivatives 3,376,620 Conversions 229,939 Effect of debt extinguishment (769,991 ) Ending balance $ (666,123 )

5. FAIR VALUE MEASUREMENTS (Tab

5. FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2017
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, 2017 and 2016, consisted of the following: Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2017 (Level 1) (Level 2) (Level 3) Derivative liability (1) $ 666,123 $ – $ – $ 666,123 Total fair Quoted prices Significant other Significant value at in active observable unobservable December 31, markets inputs inputs Description 2016 (Level 1) (Level 2) (Level 3) Derivative liability (1) $ 350,700 $ – $ – $ 350,700 (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, 2017
Income Tax Disclosure [Abstract]
Provision for income taxes	2017 2016 Current: Federal $ – – State – – – – Deferred: Federal – – State – – $ – $ –
Schedule of deferred income taxes	YEARS ENDED DECEMBER 31, 2017 2016 Net operating loss carry-forwards $ (24,351,000 ) $ (20,261,000 ) Stock based compensation – options/warrants 3,778,000 3,540,000 Stock issued for services 971,000 971,000 Gain on derivative instrument (2,361,000 ) (1,011,000 ) Disallowed entertainment expense 59,000 56,000 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 1,743,000 114,000 Beneficial conversion features 119,000 119,000 Mobiquity-Spain – net loss 830,000 830,000 Impairment of long lived assets 89,000 89,000 Stock issued for interest 376,000 – Nondeductible insurance 10,000 – Stock incentives 24,000 – Derivative expense 514,000 – Amortization of debt discount 2,246,000 1,311,000 Deferred Tax Assets (15,855,000 ) (14,144,000 ) Less Valuation Allowance 15,855,000 14,144,000 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, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock based compensation expense	Years Ended December 31, 2017 2016 Employee stock-based compensation - option grants $ 473,192 $ 603,536 Employee stock-based compensation-stock grants – – Non-Employee stock-based compensation - option grants 11,500 79,500 Non-Employee stock-based compensation-stock grants – – Non-Employee stock-based compensation-stock warrant 111,000 – $ 595,692 $ 683,036

9. STOCK OPTION PLANS (Tables)

9. STOCK OPTION PLANS (Tables)	12 Months Ended
	Dec. 31, 2017
Options
Assumptions used	Years Ended December 31, 2017 2016 Expected volatility 146.8% 135.6% Expected dividend yield 0 0 Risk-free interest rate 1.89% 1.25% Expected term (in years) 5.00 5.00
Schedule of options outstanding	Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2017 18,315,001 $ 0.41 5.18 5,625 Granted 250,000 $ 0.05 4.00 – Exercised – – – – Cancelled / Expired (1,050,000 ) – – – Outstanding, December 31, 2017 17,515,001 $ 0.39 4.43 – Options exercisable, December 31, 2017 17,037,918 $ 0.39 4.40 –
Warrants
Assumptions used	Years Ended 2017 2016 Expected volatility 157.84% 0% Expected dividend yield – – Risk-free interest rate 1.87% 0% Expected term (in years) 4.10 –
Schedule of warrants outstanding	Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Share Price Term Value Outstanding, January 1, 2017 21,252,734 $ 0.48 1.40 – Granted 7,400,000 $ 0.06 3.02 – Exercised (1,916,667 ) – – – Cancelled/Expired (14,754,400 ) – – – Outstanding, December 31, 2017 11,981,667 $ 0.20 2.58 – Warrants exercisable, December 31, 2017 11,981,667 $ 0.20 2.58 –

10. COMMITMENTS AND CONTINGEN28

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

11. DISCONTINUED OPERATIONS (Ta

11. DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Discontinued operations	December 31, 2017 December 31, 2016 Revenue $ 1,945,940 $ 2,202,591 Cost of service revenue (1,495,507 ) (1,564,201 ) Gross Profit 450,433 638,390 Expenses Advertising – 2,500 Depreciation 1,229 11,312 Amortization 7,022 9,613 Rent 80,286 75,387 Other SG & A 477,077 1,067,129 Interest 34,427 4,460 Loss on discontinued operations, net $ (149,608 ) $ (532,011 ) Accounts receivable, net $ – $ 298,928 Inventory, net – 79,291 Property and equipment – 6,205 Intangibles, net – 7,557 Other – 58,699 Assets of discontinued operations, net – 450,680 Accounts payable – 295,962 Accrued expenses – 211,080 Liabilities of discontinued operations, net $ – $ 507,042

1. Summary of Significant Acc30

1. Summary of Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Fair value of derviatives	$ 666,123	$ 350,700
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	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of derviatives	$ 666,123	$ 350,700

1. Summary of Significant Polic

1. Summary of Significant Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Net loss from continuing operations	$ (10,245,493)	$ (10,178,492)
Accumulated deficit	(61,298,474)	(51,182,093)
Cash flows from operations	(3,665,537)	(5,929,852)
Unrealized gain on derivatives	3,376,620	1,870,653
Derivative expense	1,284,704
Fair market value of derviatives	666,123
Cash and cash equivalents	56,470	193,933	$ 2,044,662
Cash over FDIC insurance limits	0	0
Allowance for doubtful accounts	0	0
Inventory reserve	31,676	31,676
Impairment losses on long lived assets	0	223,487
Advertising costs	$ 0	$ 3,841
Antidilutive shares excluded from earnings per share calculation	110,453,240	51,912,242
Sales Revenue, Net [Member]
Concentration risk percentage	77.44%
Sales Revenue, Net [Member] | Customer A [Member]
Concentration risk percentage	42.28%
Sales Revenue, Net [Member] | Customer B [Member]
Concentration risk percentage	33.16%

2. Property and Equipment (Deta

2. Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 55,702	$ 73,450
Accumulated depreciation	55,702	64,263
Property and equipment, net	0	9,187
Furniture and Fixtures [Member]
Property and equipment, gross	$ 55,702	$ 73,450
Furniture and Fixtures [Member] | Minimum [Member]
Useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Useful lives	5 years

2. Property and Equipment (De33

2. Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense for continuing operations	$ 5,667	$ 119,332
Disposal of outdated fixed assets		736,100
Loss on disposal fixed assets	0	(17,526)
Impairment loss of fixed assets	$ 0	$ 223,487

3. Intangible Assets (Details-I

3. Intangible Assets (Details-Intangible Assets) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Intangible assets, gross	$ 98,000	$ 98,000
Acculumated amortization	88,040	68,440
Intangible assets, net	9,960	29,560
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, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
2,018	$ 9,960
2,019	0
Thereafter	0
Total	$ 9,960	$ 29,560

3. Intangible Assets (Details N

3. Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense from continuing operations	$ 19,600	$ 19,600

4. Convertible Debt And Deriv37

4. Convertible Debt And Derivative Liabilities (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total debt	$ 3,149,498	$ 10,832,275
Current portion of debt	3,149,498	10,832,275
Long-term portion of debt	0	0
Arnost Note
Total debt	0	322,000
Cavu Notes
Total debt	100,000	241,621
Discount on notes	0	8,379
Berg Notes
Total debt	50,000	3,722,000
Investor Notes [Member]
Total debt	0	6,546,654
Discount on notes	0	529,107
Secured Notes [Member]
Total debt	2,999,498	0
Discount on notes	$ 234,502	$ 0

4. Convertible Debt And Deriv38

4. Convertible Debt And Derivative Liabilities (Details- Derivative Instruments ) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Beginning balance	$ (350,700)	$ (576,557)
New Issuances	(1,867,287)	(1,079,016)
Discount on new derivatives in excess of note face value	(1,284,704)	(565,780)
Gain on revaluation of derivatives	3,376,620	1,870,653
Conversions	229,939	0
Effect of debt extinguishment	(769,991)	0
Ending balance	$ (666,123)	$ (350,700)

4. Convertible Debt And Deriv39

4. Convertible Debt And Derivative Liabilities (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)Integershares	Dec. 31, 2016USD ($)
Derivative expense	$ 1,284,704	$ 565,780
Loss on extinguishment of debt	(4,071,789)	36,177
Proceeds from loans	2,557,000	$ 3,400,760
Secured Debt [Member] | Various Investors [Member]
Debt face value	3,234,000
Shares issued	3,234,000
AAA Preferred Stock [Member]
Debt converted, amount converted	$ 9,147,891
Debt converted, shares issued | shares	882,588
Loss on extinguishment of debt	$ (2,706,197)
February 2017 [Member]
Debt converted, amount converted	$ 3,672,000
Debt converted, shares issued | shares	73,440,000
Financial Instruments [Member]
Amount of instruments | Integer	15
Debt face value	$ 3,234,000
Debt maturity date		Dec. 31, 2016
Gain on fair value of derivatives	3,376,620	$ 1,304,873
Derivative expense	1,284,704
Fair market value of derivatives	$ 666,123
Secured Notes [Member]
Warrants issued as origination fee | shares	3,200,000
Debt converted, amount converted	$ 2,184,000
Debt converted, shares issued | shares	533,334

5. Fair Value Measurements (Det

5. Fair Value Measurements (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Derivative liability	$ 666,123	$ 350,700
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	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 666,123	$ 350,700

6. Income Taxes (Details-Provis

6. Income Taxes (Details-Provision) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
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, 2017	Dec. 31, 2016
Deferred Tax Assets:
Net operating loss carry-forwards	$ (24,351,000)	$ (20,261,000)
Stock based compensation - options/awards	3,778,000	3,540,000
Stock issued for services	971,000	971,000
Gain on derivative instrument	(2,361,000)	(1,011,000)
Disallowed entertainment expense	59,000	56,000
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	1,743,000	114,000
Beneficial Conversion Feature	119,000	119,000
Mobiquity-Spain - net loss	830,000	830,000
Impairment of long lived assets	89,000	89,000
Stock issued for interest	376,000	0
Nondeductible insurance	10,000	0
Stock incentives	24,000	0
Derivative expense	514,000	0
Amortization of debt discount	2,246,000	1,311,000
Deferred Tax Assets	(15,855,000)	(14,144,000)
Less Valuation Allowance	15,855,000	14,144,000
Net Deferred Tax Asset	$ 0	$ 0

6. Income Taxes (Details-Federa

6. Income Taxes (Details-Federal Statutory Rate)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
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, 2017USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 60,876,000
Operating loss expiration date	Dec. 31, 2034

7. Stockholders' Equity (Defi45

7. Stockholders' Equity (Deficit) (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Stock issued for services, value	$ 406,454	$ 122,795
Stock issued new, value	$ 311,250
Common Stock
Class of Stock [Line Items]
Stock issued for services, shares	5,038,332
Stock issued for services, value	$ 406,454
Stock issued new, shares	9,002,164
Stock issued new, value	$ 494,492
AAA Preferred Stock [Member]
Class of Stock [Line Items]
Stock issued new, shares	47,588
Stock issued new, value	$ 475,841

8. Options and Warrants (Detail

8. Options and Warrants (Details-Stock compensation expense) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Total stock-based compensation expense	$ 595,692	$ 683,036
Option Grants
Total stock-based compensation expense	473,192	603,536
Stock Grants
Total stock-based compensation expense	0	0
Non-Employee Option Grants
Total stock-based compensation expense	11,500	79,500
Non-Employee Stock Grants
Total stock-based compensation expense	0	0
Non-Employee Stock Warrants
Total stock-based compensation expense	$ 111,000	$ 0

9. Stock Option Plans (Details

9. Stock Option Plans (Details - Assumptions)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Options
Expected volatility	146.80%	135.60%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.89%	1.25%
Expected term (in years)	5 years	5 years
Warrants
Expected volatility	157.84%	0.00%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	1.87%	0.00%
Expected term (in years)	4 years 1 month 6 days

9. Stock Option Plans (Details-

9. Stock Option Plans (Details- Option Activity) - Options	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Shares
Shares outstanding - beginning | shares	18,315,001
Shares granted | shares	250,000
Shares exercised | shares	0
Shares cancelled and expired | shares	(1,050,000)
Shares outstanding - ending | shares	17,515,001
Shares exercisable | shares	17,037,918
Weighted Average Exercise Price
Weighted average exercise price - beginning | $ / shares	$ 0.41
Weighted average exercise price - shares granted | $ / shares	0.05
Weighted average exercise price - shares Exercised | $ / shares
Weighted average exercise price - shares Cancelled | $ / shares
Weighted average exercise price - ending | $ / shares	0.39
Weighted average exercise price - exercisable | $ / shares	$ 0.39
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	5 years 2 months 5 days
Weighted average contractural term - granted	4 years
Weighted average contractural term - ending	4 years 5 months 5 days
Weighted average contractural term - exercisable	4 years 4 months 24 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 5,625
Aggregate intrinsic value - ending | $	0
Aggregate intrinsic value - exercisable | $	$ 0

9. Stock Options Plans (Details

9. Stock Options Plans (Details-Warrants Outstanding) - Warrants	12 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Shares
Shares outstanding - beginning | shares	21,252,734
Shares granted | shares	7,400,000
Shares exercised | shares	(1,916,667)
Shares cancelled and expired | shares	(14,754,400)
Shares outstanding - ending | shares	11,981,667
Shares exercisable | shares	11,981,667
Weighted Average Exercise Price
Weighted average exercise price - beginning	$ 0.48
Weighted average exercise price - shares granted	0.06
Weighted average exercise price - shares Exercised	0
Weighted average exercise price - shares Cancelled	0
Weighted average exercise price - ending	0.20
Weighted average exercise price - exercisable	$ 0.20
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	1 year 4 months 24 days
Weighted average contractural term - granted	3 years 7 days
Weighted average contractural term - ending	2 years 6 months 29 days
Weighted average contractural term - exercisable	2 years 6 months 29 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 0
Aggregate intrinsic value - granted	$ 0
Aggregate intrinsic value - ending | $	$ 0
Aggregate intrinsic value - exercisable | $	$ 0

9. Stock Option Plans (Detail50

9. Stock Option Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Unamortized compensation cost related to stock option awards	$ 24,955
Options
Weighted average grant date fair value of options	$ .05	$ 0.08
Options outstanding	17,515,001	18,315,001
Options Outside the Plan [Member]
Options outstanding	4,115,000

10. Commitments and Contingen51

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

10. Commitments and Contingen52

10. Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Rent and real estate expense	$ 1,032,272	$ 3,534,439
Sales Revenue, Net [Member]
Concentration risk percentage	77.44%
Sales Revenue, Net [Member] | Two Customers [Member]
Concentration risk percentage	75.00%
Sales Revenue, Net [Member] | Three Customers [Member]
Concentration risk percentage		100.00%

11. Discontinued Operations (De

11. Discontinued Operations (Details - Operations) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Loss on discontinued operations, net	$ (149,608)	$ (532,011)
Discontinued Operations [Member]
Revenue	1,945,940	2,202,591
Cost of service revenue	(1,495,507)	(1,564,201)
Gross Profit	450,433	638,390
Advertising	0	2,500
Depreciation	1,229	11,312
Amortization	7,022	9,613
Rent	80,286	75,387
Other SG & A	477,077	1,067,129
Interest	34,427	4,460
Loss on discontinued operations, net	$ (149,608)	$ (532,011)

11. Discontinued Operations (54

11. Discontinued Operations (Details - Balance Sheet) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Assets of discontinued operations, net	$ 0	$ 450,680
Liabilities of discontinued operations, net	0	507,042
Discontinued Operations [Member]
Accounts receivable	0	298,928
Inventory, net	0	79,291
Property and equipment	0	6,205
Intangibles, net	0	7,557
Other	0	58,699
Assets of discontinued operations, net	0	450,680
Accounts payable	0	295,962
Accrued expenses	0	211,080
Liabilities of discontinued operations, net	$ 0	$ 507,042