Mobiquity (MOBQ) 10-Q 9 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 28, 2018
Document And Entity Information
Entity Registrant Name	Mobiquity Technologies, Inc.
Entity Central Index Key	1,084,267
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		400,443,266
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018
Entity Small Business	true
Entity Emerging Growth	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 185,574	$ 56,470
Accounts receivable, net	101,905	18,576
Prepaid expenses and other current assets	11,700	17,638
Total Current Assets	299,179	92,684
Intangible assets, net	0	9,960
Other Assets
Security deposit	0	11,275
Investment in corporate stock	13,717,000	0
Total Other Assets	13,717,000	11,275
Total Assets	14,016,179	113,919
Current Liabilities:
Accounts payable	317,654	458,280
Accrued expenses	1,659,492	735,431
Derivative liability	10,375,228	666,123
Note payables-Bank	0	54,644
Convertible promissory notes, net	4,811,523	3,149,498
Total Current Liabilities	17,163,897	5,063,976
Stockholders' Deficit:
Common stock, $.0001 par value; 900,000,000 and 900,000,000 shares authorized; 393,858,933 and 199,375,600 shares issued and outstanding at September 30, 2018, and December 31, 2017, respectively	39,398	19,850
Additional paid-in capital	73,358,542	44,776,029
Accumulated deficit	(88,108,196)	(61,298,474)
Total Stockholders' Deficit	(14,700,231)	(16,502,570)
Total Liabilities and Stockholders' Deficit	14,016,179	113,919
Preferred Stock [Member]
Stockholders' Deficit:
Preferred Stock	25	25
AAA Preferred Stock [Member]
Stockholders' Deficit:
Preferred Stock	11,552,513	11,552,513
AAAA Preferred Stock [Member]
Stockholders' Deficit:
Preferred Stock	$ 10,000	$ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Common stock par value	$ .0001	$ 0.0001
Common stock shares authorized	900,000,000	900,000,000
Common stock shares issued	393,858,933	199,375,600
Common stock outstanding	393,858,933	199,375,600
Preferred Stock [Member]
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
AAA Preferred Stock [Member]
Preferred Stock par value	$ .0001	$ .0001
Preferred Stock shares authorized	5,000,000	5,000,000
Preferred Stock shares issued	850,588	850,588
Preferred stock shares outstanding	850,588	850,588
AAAA Preferred Stock [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	1,250	0
Preferred Stock shares issued	1,000	0
Preferred stock shares outstanding	1,000	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenues	$ 173,441	$ 202,020	$ 453,717	$ 384,011
Cost of revenues	156,995	154,124	543,096	560,155
Gross profit	16,446	47,896	(89,379)	(176,144)
Operating Expenses:
Selling, general and administrative	3,018,732	791,600	4,692,146	3,816,557
Total Operating Expenses	3,018,732	791,600	4,692,146	3,816,557
Loss from Operations	(3,002,286)	(743,704)	(4,781,525)	(3,992,701)
Other Income (Expense):
Interest expense	(706,056)	(761,691)	(2,180,189)	(2,652,927)
Gain/(Loss) on Derivative Instrument	744,489	1,608,259	(8,501,946)	2,892,290
Initial derivative expense	0	0	(559,728)	(1,284,704)
Gain/(Loss) on Settlement of Debt	0	(960,177)	0	(3,666,374)
Impairment of intangible assets	0	0	0	(12,127)
Loss on sale of company stock	(133,333)	0	(7,098,333)	0
Total Other Income (Expense)	(94,900)	(113,609)	(18,340,196)	(4,723,842)
Loss from continuing operations	(3,097,186)	(857,313)	(23,121,721)	(8,716,543)
Other Comprehensive Income	0	0	0	13,047
Unrealized holding gains arising during period	(3,823,000)	0	(3,688,000)	0
Discontinued operations:
Loss from operations of discontinued entity	0	7,053	0	(237,244)
Net Comprehensive Loss	$ (6,920,186)	$ (850,260)	$ (26,809,721)	$ (8,940,740)
Net Loss Per Common Share:
Basic and diluted	$ (0.02)	$ 0	$ (0.10)	$ (0.05)
Weighted Average Common Shares Outstanding:
Basic and diluted	381,683,665	192,860,824	269,878,347	178,527,374

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities:
Net loss	$ (23,121,721)	$ (8,716,543)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation Expense	0	2,994
Amortization - Intangible Assets	9,960	14,700
Amortization - Debt discount	287,025	2,061,307
Change in derivative instrument	8,501,946	(2,892,291)
Stock-based compensation	1,762,613	516,629
Initial derivative expense	559,728	1,284,704
Gain on settlement of debt	0	3,666,374
Loss on disposal of assets	0	12,241
Expenses paid from note	0	567,737
Changes in operating assets and liabilities:
Accounts receivable	(83,329)	(205,026)
Prepaid expenses and other assets	17,213	(7,654)
Investment in corporate stock	(17,405,000)	0
Accounts payable	(140,627)	(123,198)
Accrued expenses and other current liabilities	191,959	(121,332)
Accrued interest	732,102	471,637
Total adjustments	(5,566,410)	5,248,822
Net Cash Used in Operating Activities	(28,688,131)	(3,467,721)
Net Cash Used in Operating Activities-discontinued operations	0	(237,245)
Cash Flows from Financing Activities:
Convertible notes issued for cash, net	1,349,431	2,378,000
Common stock issued for cash, net	275,000	0
Common stock issued for services	1,204,740	314,310
Common stock issued for interest	406,375	0
Purchase of common stock	14,850,000	311,250
Proceeds received from exercising warrants	0	95,834
Cash paid for accrued interest	0	(3,140)
Proceeds from the collection of stock subscription receivable	0	456,503
Cash received from bank loans	209,229	0
Cash paid on bank loans	(263,873)	0
Loss on sale of company stock	7,098,333	0
Net Cash Provided by Financing Activities	25,129,235	3,552,757
Net Increase (Decrease) in Cash and Cash Equivalents	(3,558,896)	(152,209)
Cash and Cash Equivalents, beginning of period	56,470	193,934
Unrealized loss on securities	3,688,000	0
Cash and Cash Equivalents, end of period	185,574	41,725
Supplemental Disclosure Information:
Cash paid for interest	5,000	0
Cash paid for taxes	0	0
Non-cash Financing and Investing Activities:
Stock issued for interest	0	0
Original debt discount against derivative liabilities	0	0
Investment in corporate stock	17,405,000	0
Conversion of note and interest into AAA Preferred and Common Stock	0	2,706,196
Extinguishment of convertible promissory notes	0	960,178
Recognition of debt discount	$ 287,025	$ 0

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1: 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 a wholly-owned U.S. subsidiary, named, Mobiquity Networks, 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 mobile first, next generation, Software-as-a-Service (SaaS) platform for data and advertising. The Company provides precise mobile location data and insights on consumer’s real-world behavior on a single platform that’s easy to use and includes all the necessary features and tools required to run a successful mobile ad campaign. Our goal is to help advertisers deliver the right message to the right person at the right time more efficiently and effectively than ever before . Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to; Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. GOING CONCERN - The accompanying condensed 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 nine months ended September 30, 2018 of $23,121,721. As of September 30, 2018, the Company has an accumulated deficit of $88,108,196. The Company has had negative cash flows from operating activities of $28,688,131, for the nine months ended September 30, 2018. 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. The Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017, the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2018 and 2017 and the Condensed Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of September 30, 2018, results of operations for the three months and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed Financial Statements. 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 — For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments 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 $ – $ – $ 9,453,401 $ 9,453,401 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 18 convertible notes issued totaling $3,609,000 which included a ratchet provision in the conversion price of $0.02 or $0.30 or $0.035 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 –July 31, 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 September 30, 2018. The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $8,501,946 and derivative expense of $559,728 during the nine months ended September 30, 2018. As of September 30, 2018, the fair market value of the derivatives aggregated $ using the following assumptions: estimated 0.08 to 4.8-year term, estimated volatility of 163.71% to 394.26%, and a discount rate of 0.00% to 2.63%. 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 September 30, 2018, and December 31, 2017, the balances were $185,574 and $56,470, 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 receivables at September 30, 2018 are with seven customers. Two customers constitute 83% of our sales. The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits. As of September 30, 2018, and December 31, 2017, the Company did not exceed FDIC limits. REVENUE RECOGNITION — The Company recognized revenue on arrangements in accordance with FASB Codification Topic 606, Revenue from Contracts with Customers We recognize revenues in the period in which the data transmission is provided to the licensee. Under these policies, the Company evaluates each of these criteria as follows: • Evidence of an arrangement. We consider a signed insertion order or contract by the licensee or its agency to be evidence of an arrangement. • Delivery. Delivery is considered to occur daily with the transmission of the data from our network servers to the licensee. • Fixed or determinable fee. The Company recognizes revenue for data license arrangements ratably over the term of the insertion order or contract. Our arrangements with the licensee is noted in the signed contracts which specifies the price to be paid and due date of remittance. Contracts that include fixed-fee data transmission are invoiced upon acceptance of the insertion order or contract and billed at time of delivery. The Company’s terms as stated in the contracts. Final billing is based on usage of delivered data. At the end of the period (usually monthly) an acknowledgment of data amount delivered is sent to licensee, who then verifies usage and at the point a final invoice is generated. • Collection is deemed reasonably assured. We deem collection reasonably assured if we expect that the licensee will be able to pay the amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when a licensee is perceived to be in financial distress, which may be evidenced by weak industry conditions, a bankruptcy filing, or previously billed amounts that are past due. If we determine that collection is not reasonably assured, then we would defer the revenue and recognize the revenue upon cash collection. • No other warranties and or obligations are implied or due once the data transmission has been completed with the licensee. 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 September 30, 2018, and December 31, 2017, 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 September 30, 2018. 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 quarter ended September 30, 2018 and for the year ended December 31, 2017, there were no advertising costs. ACCOUNTING FOR STOCK BASED COMPENSATION — Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 8 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion. BENEFICIAL CONVERSION FEATURES — Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received. INCOME TAXES — Deferred income taxes are recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets, if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS — Revenue from Contracts with Customers (Topic 606) We have completed our assessment of the impact under the new revenue standard on our condensed financial statements. Based on our assessment, we have concluded that our financial statements will not be materially impacted upon adoption.

2. LOSS PER SHARE

2. LOSS PER SHARE	9 Months Ended
	Sep. 30, 2018
Net Loss Per Common Share:
LOSS PER SHARE	NOTE 2: LOSS PER SHARE Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Dilutive loss per share gives effect to stock options and warrants, which are considered to be dilutive common stock equivalents. Basic loss per common share was computed by dividing net loss by the weighted average number of shares of common stock outstanding. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 372,553,914 because they are anti-dilutive as a result of a net loss for the nine months ended September 30, 2018.

3. CONVERTIBLE DEBT AND DERIVAT

3. CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES	NOTE 3: CONVERTIBLE DEBT AND DERIVATIVE LIABILITIES Summary of Convertible Promissory Notes: September 30, December 31, 2018 2017 CAVU Notes, net $ 100,000 $ 100,000 Berg Note 50,000 50,000 Secured and unsecured Notes net of discounts of $52,523 for September 30, 2018 and $234,502 for December 31, 2017 4,731,523 2,999,498 Total Debt 4,881,523 3,149,498 Current portion of debt 4,881,523 3,149,498 Long-term portion of debt $ – $ – In the first quarter of 2018, the Company entered into agreements with 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. Each of these new notes are on the terms of the Company's 10% Senior Secured debt. The Company's 10% Senior Secured Debt consists of 19 convertible notes issued totaling $4,234,000. These notes mature 6 months from the date of issuance, accrue interest at 10%, and had a base conversion price of $0.05. As of September 30, 2018, the 10% Senior Secured Debt notes are in default for breach of covenants due to notes which have matured during the period not being settled. The default on these notes triggered an increase in the interest rate from 10% to 24% on the principal balance, a 9% late fee being charged on interest accrued, and a variable conversion price equal to 50% of the lowest volume weighted average price in the 30 days prior to conversion. On February 27, 2018 the Company reduced the base conversion price from $0.05 to $0.02. The Company accounted for this modification per ASC 470-50 "Modifications and Extinguishments". Due to the variable rate in effect from the default provisions of the 10% Senior Secured Debt notes this reduction in base conversion price had no material change on the value of the notes. In the second quarter of 2018, the Company borrowed $375,000 from investors, including $125,000 from the Chairman of the Company. A total of 10,500,000 shares of common stock were issued as origination fees. The principal of the loans are due and payable the earlier of July 31, 2018 or upon the completion of a financing of at least $1,000,000 . A recap of the derivative liability is as follows: Derivative Liability 2018 Beginning balance $ (666,123 ) New Issuances (559,728 ) Discount on new issuances (647,431 ) Gain (Loss) on revaluation of derivative liability (8,501,946 ) Ending balance $ (10,375,228 )

4. STOCKHOLDERS' DEFICIT

4. STOCKHOLDERS' DEFICIT	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 4: STOCKHOLDERS’ (DEFICIT) Shares issued for Original Interest Discount During the quarter ended September 30, 2018, the Company issued 10,500,000 shares of common stock at a price per share between $0.04 and $0.05 for original issue discount on receipt of $375,000 in unsecured convertible promissory notes. On September 20, 2018, the Company entered into a strategic investment transaction with Glen Eagles Acquisitions LP (“GEA”). As part of the strategic investment, the Company received 4,500,000 shares of Gopher Protocol Inc. common stock (traded in the OTC Market under the symbol “GOPH”) and cash in exchange for 150,000,000 shares of its restricted common stock. There was also an origination fee of 15,000,000 shares of its restricted common stock paid to GEA by the Company in connection with this transaction. There were no commissions or finder’s fees paid by the Company in connection with this transaction. On September 4, 2018, Gopher Protocol Inc. (the “Gopher”) and the Company entered an Agreement (the “MOBQ Agreement”) pursuant to which the parties exchanged equity interest in each of the companies. In accordance with the Agreement, Gopher will receive 1,000 shares of the Company’s restricted Series AAAA Preferred Stock (the “the Company Preferred Stock”) in consideration of Gopher’s concurrent sale and issuance to the Company of 10,000,000 shares of Gopher’s restricted Common Stock (the “Gopher Common Stock”). The shares of Company Preferred Stock are convertible into an aggregate of up to 100,000,000 shares of the Company common stock (the “Company Common Stock”) and 150,000,000 common stock purchase warrants (the “Company Warrants”). The Company Warrants shall have a term of 5-years from the date of grant and shall be exercisable at a price of $0.12 per share and the shares of the Company Preferred Stock shall not be convertible into shares of the Company Common Stock and the Company Warrants shall not be contemporaneously granted until after the Company’s Board of Directors and stockholders shall have increased the authorized number of shares of the Company’s common stock to a number sufficient to accommodate a reserve in Gopher’s favor of 250,000,000 shares of the Company’s common stock. The Company Preferred Stock shall have immediate voting rights equal to the number of shares of the Company Common Stock into which they may be converted, not including the shares of the Company’s common stock underlying the Company Warrants (the “Company Warrant Shares”). A fee of 10,000,000 shares of the Company’s common stock and warrants to purchase 15,000,000 shares was issued in connection with the transaction. The closing occurred on September 4, 2018. The Company agreed that for a period beginning immediately upon the six (6)-month anniversary of the date hereof and ending on the twenty-four (24)-month anniversary of the date hereof (the “Leak-Out Period”), The Company shall have the right to sell or otherwise transfer into the public markets on any given day up to 20,000 shares of Gopher Common Stock. The Company may transfer all or a portion of the shares of Gopher Common Stock otherwise at any time, so long as the receiving party adheres to the above Leak-Out Period.

5. STOCK-BASED COMPENSATION

5. STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	NOTE 5: STOCK-BASED COMPENSATION Compensation costs related to share-based payment transactions, including employee stock options, are recognized in the financial statements utilizing the straight-line method for the cost of these awards. The Company's results for the three-month period ended September 30, 2018 and 2017 include employee and investor share-based compensation expense totaling $1,435,208 and $91,271, respectively. The Company's results for the nine-month period ended September 30, 2018 and 2017 include employee share-based compensation expense totaling $1,762,613 and $516,629, respectively. Such amounts have been included in the Condensed Consolidated Statements of Operations within selling, general and administrative expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses. Three Months Ended Nine Months Ended 2018 2017 2018 2017 Employee stock-based compensation - option grants $ – $ 92,171 $ 273,945 $ 394,129 Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation - option grants – – 53,460 11,500 Non-Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation-stock warrant 1,435,208 – 1,435,208 111,000 Total $ 1,435,208 $ 92,171 $ 1,762,613 $ 516,629

6. STOCK OPTION PLAN

6. STOCK OPTION PLAN	9 Months Ended
	Sep. 30, 2018
Retirement Benefits [Abstract]
STOCK OPTION PLANS	NOTE 6: STOCK OPTION PLAN 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. All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 "Stock Compensation", previously Revised SFAS No. 123 "Share-Based Payment" (“SFAS 123 (R)"). The fair values of these restricted stock awards are equal to the market value of the Company's stock on the date of grant, after taking into certain discounts. The expected volatility is based upon historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. Previously, such assumptions were determined based on historical data. The weighted average assumptions made in calculating the fair values of options granted during the three and nine months ended September 30, 2018 and 2017 are as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Expected volatility 0.00% 0.00% 0.00% 146.77% Expected dividend yield – – – – Risk-free interest rate 0.00% 0.00% 0.00% 1.89% Expected term (in years) – – – 5.00 Share Weighted Weighted Aggregate Outstanding, January 1, 2018 17,515,001 0.39 4.43 $ – Granted 19,250,000 0.05 4.50 – Exercised Cancelled & Expired (11,765,001 ) Outstanding, September 30, 2018 25,000,000 0.12 4.03 $ 994,500 Options exercisable, September 30, 2018 25,000,000 0.12 4.03 $ 994,500 The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2018 and 2017 was $0.12 and $0.05, respectively. The aggregate intrinsic value of options outstanding and options exercisable at September 30, 2018 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 $0.10 closing price of the Company's common stock on September 30, 2018. As of September 30, 2018, the fair value of unamortized compensation cost related to unvested stock option awards is $0. The weighted average assumptions made in calculating the fair value of warrants granted during the three and nine months ended September 30, 2018 and 2017 are as follows: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Expected volatility 158.00% 0.00% 158.00% 151.49% Expected dividend yield – – – – Risk-free interest rate 2.83% 0.00% 2.83% 1.88% Expected term (in years) 5.00 – 5.00 4.75 Share Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2018 11,814,167 $ 0.20 2.58 $ – Granted – $ – – – Exercised – $ – – – Expired (1,040,000 ) Outstanding, September 30, 2018 17,291,667 $ 0.15 3.60 304,000 Warrants exercisable, September 30, 2018 28,065,834 $ 0.15 3.60 304,000

7. COMMITMENTS AND CONTINGENCIE

7. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7: COMMITMENTS AND CONTINGENCIES COMMITMENTS – 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 $6,600. These executive suites are located at 85 Broadway, 16 th There are currently no minimum future rentals under non-cancelable lease commitments. Rent and real estate tax expense was approximately $9,000 and $36,499 for the quarters ended September 30, 2018 and 2017, respectively, and approximately $42,387 and $1,090,118, respectively for the nine months ended September 30, 2018 and 2017. Transactions with major customers During the quarter ended September 30, 2018, two customers accounted for approximately 84% of revenues. During the quarter ended September 30, 2017, two customers accounted for 100% of revenues. During the nine months ended September 30, 2018, two customers accounted for approximately 86% of revenues. During the nine months ended September 30, 2017, two customers accounted for 96% of revenues.

8. SUBSEQUENT EVENTS

8. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8: SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2018 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements, except as follows: In October of 2018, the Company received six equity subscription agreements totaling $800,000, which include 50% warrant coverage, at an exercise price of $0.12 with an expiration date of September 30, 2023.

1. SUMMARY OF SIGNIFICANT ACC_2

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2018
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 a wholly-owned U.S. subsidiary, named, Mobiquity Networks, 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 mobile first, next generation, Software-as-a-Service (SaaS) platform for data and advertising. The Company provides precise mobile location data and insights on consumer’s real-world behavior on a single platform that’s easy to use and includes all the necessary features and tools required to run a successful mobile ad campaign. Our goal is to help advertisers deliver the right message to the right person at the right time more efficiently and effectively than ever before . Mobiquity Networks is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to; Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research.
GOING CONCERN	GOING CONCERN - The accompanying condensed 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 nine months ended September 30, 2018 of $23,121,721. As of September 30, 2018, the Company has an accumulated deficit of $88,108,196. The Company has had negative cash flows from operating activities of $28,688,131, for the nine months ended September 30, 2018. 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. The Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017, the Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2018 and 2017 and the Condensed Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of September 30, 2018, results of operations for the three months and nine months ended September 30, 2018 and 2017 and cash flows for the nine months ended September 30, 2018 and 2017. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed Financial Statements.
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 — For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. FASB ASC Topic 820, Fair Value Measurements and Disclosures Financial Instruments 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 $ – $ – $ 9,453,401 $ 9,453,401 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 18 convertible notes issued totaling $3,609,000 which included a ratchet provision in the conversion price of $0.02 or $0.30 or $0.035 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 –July 31, 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 September 30, 2018. The fair values of the derivative instruments are measured each quarter, which resulted in a loss of $8,501,946 and derivative expense of $559,728 during the nine months ended September 30, 2018. As of September 30, 2018, the fair market value of the derivatives aggregated $ using the following assumptions: estimated 0.08 to 4.8-year term, estimated volatility of 163.71% to 394.26%, and a discount rate of 0.00% to 2.63%.
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 September 30, 2018, and December 31, 2017, the balances were $185,574 and $56,470, 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 receivables at September 30, 2018 are with seven customers. Two customers constitute 83% of our sales. The Company places its temporary cash investments with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits. As of September 30, 2018, and December 31, 2017, the Company did not exceed FDIC limits.
REVENUE RECOGNITION	REVENUE RECOGNITION — The Company recognized revenue on arrangements in accordance with FASB Codification Topic 606, Revenue from Contracts with Customers We recognize revenues in the period in which the data transmission is provided to the licensee. Under these policies, the Company evaluates each of these criteria as follows: • Evidence of an arrangement. We consider a signed insertion order or contract by the licensee or its agency to be evidence of an arrangement. • Delivery. Delivery is considered to occur daily with the transmission of the data from our network servers to the licensee. • Fixed or determinable fee. The Company recognizes revenue for data license arrangements ratably over the term of the insertion order or contract. Our arrangements with the licensee is noted in the signed contracts which specifies the price to be paid and due date of remittance. Contracts that include fixed-fee data transmission are invoiced upon acceptance of the insertion order or contract and billed at time of delivery. The Company’s terms as stated in the contracts. Final billing is based on usage of delivered data. At the end of the period (usually monthly) an acknowledgment of data amount delivered is sent to licensee, who then verifies usage and at the point a final invoice is generated. • Collection is deemed reasonably assured. We deem collection reasonably assured if we expect that the licensee will be able to pay the amounts under the arrangement as payments become due. Collection is deemed not reasonably assured when a licensee is perceived to be in financial distress, which may be evidenced by weak industry conditions, a bankruptcy filing, or previously billed amounts that are past due. If we determine that collection is not reasonably assured, then we would defer the revenue and recognize the revenue upon cash collection. • No other warranties and or obligations are implied or due once the data transmission has been completed with the licensee. 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 September 30, 2018, and December 31, 2017, 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 September 30, 2018.
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 quarter ended September 30, 2018 and for the year ended December 31, 2017, there were no advertising costs.
ACCOUNTING FOR STOCK BASED COMPENSATION	ACCOUNTING FOR STOCK BASED COMPENSATION — Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”). Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount recognized on the consolidated statements of operations. Refer to Note 8 “Stock Option Plans” in the Notes to Consolidated Financial Statements in this report for a more detailed discussion.
BENEFICIAL CONVERSIONS	BENEFICIAL CONVERSION FEATURES — Debt instruments that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments. The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds that have been received for the debt instrument limited to the value received.
INCOME TAXES	INCOME TAXES — Deferred income taxes are recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets, if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS	RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS — Revenue from Contracts with Customers (Topic 606) We have completed our assessment of the impact under the new revenue standard on our condensed financial statements. Based on our assessment, we have concluded that our financial statements will not be materially impacted upon adoption.

1. SUMMARY OF SIGNIFICANT ACC_3

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Fair value of derivatives	Level 1 Level 2 Level 3 Total Fair value of derivatives $ – $ – $ 9,453,401 $ 9,453,401

3. CONVERTIBLE PROMISSORY NOTES

3. CONVERTIBLE PROMISSORY NOTES (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Summary of Convertible Promissory Notes	September 30, December 31, 2018 2017 CAVU Notes, net $ 100,000 $ 100,000 Berg Note 50,000 50,000 Secured and unsecured Notes net of discounts of $52,523 for September 30, 2018 and $234,502 for December 31, 2017 4,731,523 2,999,498 Total Debt 4,881,523 3,149,498 Current portion of debt 4,881,523 3,149,498 Long-term portion of debt $ – $ –
Schedule of Derivative Instruments	Derivative Liability 2018 Beginning balance $ (666,123 ) New Issuances (559,728 ) Discount on new issuances (647,431 ) Gain (Loss) on revaluation of derivative liability (8,501,946 ) Ending balance $ (10,375,228 )

5. STOCK-BASED COMPENSATION (Ta

5. STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock-based compensation expense	Three Months Ended Nine Months Ended 2018 2017 2018 2017 Employee stock-based compensation - option grants $ – $ 92,171 $ 273,945 $ 394,129 Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation - option grants – – 53,460 11,500 Non-Employee stock-based compensation - stock grants – – – – Non-Employee stock-based compensation-stock warrant 1,435,208 – 1,435,208 111,000 Total $ 1,435,208 $ 92,171 $ 1,762,613 $ 516,629

6. STOCK OPTION PLAN (Tables)

6. STOCK OPTION PLAN (Tables)	9 Months Ended
	Sep. 30, 2018
Options
Assumptions used	Three Months Ended Nine Months Ended 2018 2017 2018 2017 Expected volatility 0.00% 0.00% 0.00% 146.77% Expected dividend yield – – – – Risk-free interest rate 0.00% 0.00% 0.00% 1.89% Expected term (in years) – – – 5.00
Schedule of options outstanding	Share Weighted Weighted Aggregate Outstanding, January 1, 2018 17,515,001 0.39 4.43 $ – Granted 19,250,000 0.05 4.50 – Exercised Cancelled & Expired (11,765,001 ) Outstanding, September 30, 2018 25,000,000 0.12 4.03 $ 994,500 Options exercisable, September 30, 2018 25,000,000 0.12 4.03 $ 994,500
Warrants
Assumptions used	Three Months Ended Nine Months Ended 2018 2017 2018 2017 Expected volatility 158.00% 0.00% 158.00% 151.49% Expected dividend yield – – – – Risk-free interest rate 2.83% 0.00% 2.83% 1.88% Expected term (in years) 5.00 – 5.00 4.75
Schedule of warrants outstanding	Share Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2018 11,814,167 $ 0.20 2.58 $ – Granted – $ – – – Exercised – $ – – – Expired (1,040,000 ) Outstanding, September 30, 2018 17,291,667 $ 0.15 3.60 304,000 Warrants exercisable, September 30, 2018 28,065,834 $ 0.15 3.60 304,000

1. Summary of Significant Acc_4

1. Summary of Significant Accounting Policies (Details - Fair value)	Sep. 30, 2018USD ($)
Fair value of derviatives	$ 10,375,228
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of derviatives	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of derviatives	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair value of derviatives	$ 9,453,401

1. Summary of Significant Polic

1. Summary of Significant Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Accumulated deficit	$ (88,108,196)		$ (88,108,196)		$ (61,298,474)
Net Loss from continuing operations	(3,097,186)	$ (857,313)	(23,121,721)	$ (8,716,543)
Cash flows from operations			(28,688,131)	(3,467,721)
Convertible notes outstanding	3,609,000		$ 3,609,000
Convertible notes maturity range			February 11, 2018 to July 31, 2018
Gain (loss) on derivatives			$ (8,501,946)
Derivative expense	0	0	559,728	1,284,704
Fair market value of derivatives	10,375,228		10,375,228
Cash and cash equivalents	185,574	$ 41,725	185,574	$ 41,725	56,470	$ 193,934
Allowance for doubtful accounts	0		0		0
Impairment losses on long lived assets			$ 0
Advertising costs	$ 0				$ 0
Warrants [Member] | AAA Preferred Stock [Member]
Warrants outstanding	2,200,000		2,200,000
Warrants [Member] | Placement fee related to Note [Member]
Warrants outstanding	1,000,000		1,000,000
Sales Revenue, Net [Member] | Two customers [Member]
Concentration risk percentage	84.00%	100.00%	86.00%	96.00%

2. Loss Per Share (Details Narr

2. Loss Per Share (Details Narrative)	9 Months Ended
	Sep. 30, 2018shares
Net Loss Per Common Share:
Number of anti-dilutive common shares	372,553,914

3. Convertible Debt and Deriv_2

3. Convertible Debt and Derivative Liabilities (Details - Promissory Notes) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Total debt	$ 4,881,523	$ 3,149,498
Current portion of debt	4,811,523	3,149,498
Long-term portion of debt	0	0
Cavu Notes
Total debt	100,000	100,000
Berg Notes
Total debt	50,000	50,000
Secured and unsecured notes [Member]
Total debt	4,731,523	2,999,498
Discount on notes	$ 52,523	$ 234,502

3. Convertible Debt And Deriv_3

3. Convertible Debt And Derivative Liabilities (Details- Derivative Instruments )	9 Months Ended
	Sep. 30, 2018USD ($)
Debt Disclosure [Abstract]
Beginning balance	$ (666,123)
New Issuances	(559,728)
Discount on new issuances	(647,431)
Gain (Loss) on revaluation of derivatives	(8,501,946)
Ending balance	$ (10,375,228)

3. Convertible Debt and Deriv_4

3. Convertible Debt and Derivative Liabilities (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Proceeds from loans payable	$ 209,229	$ 0
Investors [Member]
Stock issued for origination fee, shares	10,500,000
Proceeds from loans payable	$ 375,000
Short-term Secured Debt [Member]
Debt face amount	$ 1,000,000
Debt stated interest rate	10.00%
Stock issued for origination fee, shares	1,000,000

4. Stockholders' Deficit (Detai

4. Stockholders' Deficit (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 04, 2018
Gopher Protocol [Member]
Class of Stock [Line Items]
Stock received from investment	4,500,000
Gopher Protocol [Member] | MOBQ Agreement [Member]
Class of Stock [Line Items]
Stock issued for origination fee, shares	10,000,000
Gopher Protocol [Member] | MOBQ Agreement [Member] | AAAA Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock issued		1,000
Glen Eagles Acquisitions [Member]
Class of Stock [Line Items]
Stock issued for origination fee, shares	15,000,000
Investors [Member]
Class of Stock [Line Items]
Stock issued for origination fee, shares	10,500,000

5. Stock-Based Compensation (De

5. Stock-Based Compensation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Share-based compensation	$ 1,435,208	$ 92,171	$ 1,762,613	$ 516,629
Employee stock-based compensation - Option Grants
Share-based compensation	0	92,171	273,945	394,129
Employee stock-based compensation - Stock Grants
Share-based compensation	0	0	0	0
Non-Employee stock-based compensation - Option Grants
Share-based compensation	0	0	53,460	11,500
Non-Employee stock-based compensation - Stock Grants
Share-based compensation	0	0	0	0
Non-Employee stock-based compensation - Stock Warrant
Share-based compensation	$ 1,435,208	$ 0	$ 1,435,208	$ 111,000

5. Stock-Based Compensation (_2

5. Stock-Based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-based compensation	$ 1,435,208	$ 92,171	$ 1,762,613	$ 516,629

6. Stock Option Plan (Details -

6. Stock Option Plan (Details - Assumptions)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Options
Expected volatility	0.00%	0.00%	0.00%	146.77%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	0.00%	0.00%	0.00%	1.89%
Expected term (in years)				5 years
Warrants
Expected volatility	158.00%	0.00%	158.00%	151.49%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate	2.83%	0.00%	2.83%	1.88%
Expected term (in years)	5 years		5 years	4 years 9 months

6. Stock Option Plan (Details_2

6. Stock Option Plan (Details - Option Activity) - Options	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Shares
Shares outstanding - beginning	17,515,001
Shares granted	19,250,000
Shares exercised	0
Shares cancelled and expired	(11,765,001)
Shares outstanding - ending	25,000,000
Shares exercisable	25,000,000
Weighted Average Exercise Price
Weighted average exercise price - beginning | $ / shares	$ 0.39
Weighted average exercise price - shares granted | $ / shares	0.05
Weighted average exercise price - ending | $ / shares	0.12
Weighted average exercise price - exercisable | $ / shares	$ 0.12
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	4 years 5 months 5 days
Weighted average contractural term - granted	4 years 6 months
Weighted average contractural term - ending	4 years 11 days
Weighted average contractural term - exercisable	4 years 11 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 0
Aggregate intrinsic value - granted | $	0
Aggregate intrinsic value - ending | $	994,500
Aggregate intrinsic value - exercisable | $	$ 994,500

6. Stock Options Plan (Details

6. Stock Options Plan (Details - Warrants Outstanding) - Warrants	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Shares
Shares outstanding - beginning | shares	11,814,167
Shares granted | shares	0
Shares exercised | shares	0
Shares Cancelled | shares	(1,040,000)
Shares outstanding - ending | shares	17,291,667
Shares exercisable | shares	28,065,834
Weighted Average Exercise Price
Weighted average exercise price - beginning | $ / shares	$ 0.20
Weighted average exercise price - shares granted | $ / shares	0
Weighted average exercise price - shares Exercised | $ / shares	0
Weighted average exercise price - ending | $ / shares	0.15
Weighted average exercise price - exercisable | $ / shares	$ 0.15
Weighted Average Remaining Contractural Term
Weighted average contractural term - beginning	2 years 6 months 29 days
Weighted average contractural term - ending	3 years 7 months 6 days
Weighted average contractural term - exercisable	3 years 7 months 6 days
Aggregate Intrinsic Value
Aggregate intrinsic value - beginning | $	$ 0
Aggregate intrinsic value - granted | $ / shares	$ 0
Aggregate intrinsic value - ending | $	$ 304,000
Aggregate intrinsic value - exercisable | $	$ 304,000

6. Stock Option Plan (Details N

6. Stock Option Plan (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Unamortized compensation cost related to stock option awards	$ 0
2016 Plan [Member]
Shares authorized for plan	10,000,000
Options
Weighted average grant date fair value of options	$ 0.12	$ 0.05

7. Commitments and Contingenc_2

7. Commitments and Contingencies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Rent and real estate expense	$ 9,000	$ 36,499	$ 42,387	$ 1,090,118
Sales Revenue, Net [Member] | Two customers [Member]
Concentration risk percentage	84.00%	100.00%	86.00%	96.00%