Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | MOBIQUITY TECHNOLOGIES, INC. |
Entity Central Index Key | 0001084267 |
Entity Tax Identification Number | 11-3427886 |
Entity Incorporation, State or Country Code | NY |
Entity Address, Address Line One | 35 Torrington Lane |
Entity Address, City or Town | Shoreham |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 11786 |
City Area Code | 516 |
Local Phone Number | 246-9942 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 173,571 | $ 602,182 |
Accounts receivable, net | 857,979 | 1,698,719 |
Prepaid expenses and other current assets | 38,896 | 46,396 |
Total Current Assets | 1,070,446 | 2,347,297 |
Property and equipment (net of accumulated depreciation of $16,338 and $12,635, respectively) | 17,725 | 21,428 |
Goodwill | 1,352,865 | 1,352,865 |
Intangible assets (net of accumulated amortization of $4,256,289 and $3,355,922, respectively) | 4,747,387 | 5,647,754 |
Other assets | ||
Security deposits | 0 | 9,000 |
Investment in corporate stock | 92 | 91 |
Total Assets | 7,188,515 | 9,378,435 |
Current Liabilities | ||
Accounts payable | 1,528,888 | 2,055,175 |
Accrued expenses | 1,268,443 | 1,085,292 |
Notes payable | 1,196,625 | 901,283 |
Total Current Liabilities | 3,993,956 | 4,041,750 |
Long term portion convertible notes, net | 2,600,000 | 2,450,000 |
Total Liabilities | 6,593,956 | 6,491,750 |
Stockholders' Deficit | ||
Common stock: 100,000,000 authorized; $0.0001 par value 3,100,782 and 2,803,685 shares issued and outstanding at June 30, 2021 and December 31, 2020 | 312 | 282 |
Treasury stock $36 par value 37,500 and 37,500 shares outstanding at June 30, 2021 and December 31, 2020 | (1,350,000) | (1,350,000) |
Additional paid in capital | 187,117,663 | 184,586,420 |
Accumulated deficit | (190,992,325) | (186,168,926) |
Total Stockholders' Equity | 594,559 | 2,886,685 |
Total Liabilities and Stockholders' Equity | 7,188,515 | 9,378,435 |
Aaa Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | 868,869 | 868,869 |
Preferred Stock Series C [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | 15,000 | 15,000 |
Preferred Series E [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | $ 4,935,040 | $ 4,935,040 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Accumulated depreciation, property and equipment | $ 16,338 | $ 12,635 |
Accumulated amortization, intangible assets | $ 4,256,289 | $ 3,355,922 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 3,100,782 | 2,803,685 |
Common stock outstanding | 3,100,782 | 2,803,685 |
Treasury Stock shares outstanding | 37,500 | 37,500 |
Aaa Preferred Stock [Member] | ||
Preferred Stock shares authorized | 4,930,000 | 5,000,000 |
Preferred Stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock shares issued | 56,413 | 56,413 |
Preferred stock shares outstanding | 56,413 | 56,413 |
Preferred Stock Series C [Member] | ||
Preferred Stock shares authorized | 1,500 | 1,500 |
Preferred Stock par value | $ 0.0001 | $ 0.0001 |
Preferred Stock shares issued | 1,500 | 1,500 |
Preferred stock shares outstanding | 1,500 | 1,500 |
Preferred Series E [Member] | ||
Preferred Stock shares authorized | 70,000 | 70,000 |
Preferred Stock par value | $ 80 | $ 80 |
Preferred Stock shares issued | 61,688 | 61,688 |
Preferred stock shares outstanding | 61,688 | 61,688 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 702,434 | $ 657,269 | $ 1,224,307 | $ 1,602,368 |
Cost of Revenues | 811,519 | 871,000 | 1,748,799 | 1,659,911 |
Gross Profit | (109,085) | (213,731) | (524,492) | (57,543) |
Operating Expenses | ||||
Selling, general and administrative | 917,561 | 1,664,611 | 1,929,051 | 3,149,691 |
Salaries | 573,975 | 611,804 | 1,130,040 | 1,508,652 |
Stock based compensation | 555,892 | 1,276,870 | 572,731 | 1,276,870 |
Total Operating Expenses | 2,047,428 | 3,553,285 | 3,631,822 | 5,935,213 |
Loss from operations | (2,156,513) | (3,767,016) | (4,156,314) | (5,992,756) |
Other Income (Expenses) | ||||
Interest Expense | (215,162) | (158,803) | (403,177) | (331,428) |
Warrant expense | (598,894) | (598,894) | ||
Loss on sale of company stock | (419,750) | (58,775) | (419,750) | (93,165) |
Total Other Income (Expense) | (744,912) | (816,472) | (932,927) | (1,023,487) |
Loss from continuing operations | (2,901,425) | (4,583,488) | (5,089,241) | (7,016,243) |
Other Comprehensive Income (loss) | ||||
Loan Forgiveness - SBA | 265,842 | 0 | 265,842 | 0 |
Unrealized holding gain (loss) arising during period | (40) | 28 | 0 | (3,010) |
Total other Comprehensive Income (loss) | 265,802 | 28 | 265,842 | (3,010) |
Net Comprehensive Loss | $ (2,635,623) | $ (4,583,460) | $ (4,823,399) | $ (7,019,253) |
Net Comprehensive Loss Per Common Share: | ||||
For continued operations, basic and diluted | $ (0.88) | $ (1.92) | $ (1.65) | $ (2.96) |
Weighted Average Common Shares Outstanding, basic and diluted | 2,984,332 | 2,389,160 | 2,922,280 | 2,374,290 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Mezzanine Preferred Stock [Member] | Series E Preferred Stocks [Member] | Series C Preferred Stocks [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 714,869 | $ 5,250,000 | $ 15,000 | $ 234 | $ 177,334,305 | $ (1,350,000) | $ (171,136,522) | $ 10,921,105 |
Beginning balance, shares at Dec. 31, 2019 | 46,413 | 65,625 | 1,500 | 2,335,792 | 37,500 | |||
Common stock issued for services | $ 2 | 383,420 | 384,000 | |||||
Common stock issued for services, shares | 14,500 | |||||||
Common stock issued for note conversion | 30,618 | 30,695 | ||||||
Common stock issued for note conversion, shares | 1,919 | |||||||
Net Loss | (2,435,793) | (2,435,793) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 714,869 | $ 4,935,040 | $ 15,000 | $ 238 | 178,465,437 | $ (1,350,000) | (173,572,315) | 9,303,275 |
Ending balance, shares at Mar. 31, 2020 | 46,413 | 61,688 | 1,500 | 2,380,497 | 37,500 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | 402,528 | 403,268 | ||||||
Warrant conversions, shares | 18,443 | |||||||
Warrant conversions | 402,528 | 403,268 | ||||||
Beginning balance, value at Dec. 31, 2019 | $ 714,869 | $ 5,250,000 | $ 15,000 | $ 234 | 177,334,305 | $ (1,350,000) | (171,136,522) | 10,921,105 |
Beginning balance, shares at Dec. 31, 2019 | 46,413 | 65,625 | 1,500 | 2,335,792 | 37,500 | |||
Ending balance, value at Jun. 30, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 242 | 180,529,119 | $ (1,350,000) | (178,155,775) | 6,939,234 |
Ending balance, shares at Jun. 30, 2020 | 56,413 | 61,688 | 1,500 | 2,421,329 | 37,500 | |||
Beginning balance, value at Mar. 31, 2020 | $ 714,869 | $ 4,935,040 | $ 15,000 | $ 238 | 178,465,437 | $ (1,350,000) | (173,572,315) | 9,303,275 |
Beginning balance, shares at Mar. 31, 2020 | 46,413 | 61,688 | 1,500 | 2,380,497 | 37,500 | |||
Common stock issued for services, shares | (750) | |||||||
Stock based compensation | 1,276,870 | 1,276,870 | ||||||
Warrants issued | 598,894 | 598,894 | ||||||
Net Loss | (4,583,460) | (4,583,460) | ||||||
Ending balance, value at Jun. 30, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 242 | 180,529,119 | $ (1,350,000) | (178,155,775) | 6,939,234 |
Ending balance, shares at Jun. 30, 2020 | 56,413 | 61,688 | 1,500 | 2,421,329 | 37,500 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 4 | 350,888 | 352,655 | |||||
Warrant conversions, shares | 41,582 | |||||||
Warrant conversions | $ 4 | 350,888 | 352,655 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 282 | 184,586,420 | $ (1,350,000) | (186,168,926) | 2,886,685 |
Beginning balance, shares at Dec. 31, 2020 | 56,413 | 61,688 | 1,500 | 2,803,685 | 37,500 | |||
Common stock issued for services | 81,825 | 81,825 | ||||||
Common stock issued for services, shares | 10,000 | |||||||
Common stock issued for cash | $ 10 | 548,980 | 548,990 | |||||
Common stock issued for cash, shares | 91,502 | |||||||
Stock based compensation | 16,839 | 16,839 | ||||||
Net Loss | (2,229,776) | (2,229,776) | ||||||
Ending balance, value at Mar. 31, 2021 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 292 | 185,234,064 | $ (1,350,000) | (188,398,702) | 1,304,563 |
Ending balance, shares at Mar. 31, 2021 | 56,413 | 61,688 | 1,500 | 2,905,187 | 37,500 | |||
Beginning balance, value at Dec. 31, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 282 | 184,586,420 | $ (1,350,000) | (186,168,926) | 2,886,685 |
Beginning balance, shares at Dec. 31, 2020 | 56,413 | 61,688 | 1,500 | 2,803,685 | 37,500 | |||
Ending balance, value at Jun. 30, 2021 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 312 | 187,117,663 | $ (1,350,000) | (190,992,325) | 594,559 |
Ending balance, shares at Jun. 30, 2021 | 56,413 | 61,688 | 1,500 | 3,100,782 | 37,500 | |||
Beginning balance, value at Mar. 31, 2021 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 292 | 185,234,064 | $ (1,350,000) | (188,398,702) | 1,304,563 |
Beginning balance, shares at Mar. 31, 2021 | 56,413 | 61,688 | 1,500 | 2,905,187 | 37,500 | |||
Common stock issued for services | 37,975 | 37,975 | ||||||
Common stock issued for services, shares | 5,000 | |||||||
Common stock issued for cash | $ 6 | 349,994 | 350,000 | |||||
Common stock issued for cash, shares | 58,334 | |||||||
Stock based compensation | 555,892 | 555,892 | ||||||
Net Loss | (2,593,623) | (2,593,623) | ||||||
Ending balance, value at Jun. 30, 2021 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 312 | $ 187,117,663 | $ (1,350,000) | $ (190,992,325) | $ 594,559 |
Ending balance, shares at Jun. 30, 2021 | 56,413 | 61,688 | 1,500 | 3,100,782 | 37,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,823,399) | $ (7,019,253) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 3,703 | 2,827 |
Amortization- Intangible Assets | 900,367 | 1,300,368 |
Allowance for uncollectible receivables | 0 | 306,000 |
Common stock issued for services | 119,800 | 375,000 |
Warrant expense | 0 | 1,354,817 |
Stock based compensation | 572,731 | 1,276,870 |
Changes in operating assets and liabilities | ||
Accounts receivable | 840,740 | 1,930,915 |
Prepaid expenses and other assets | 16,500 | (14,000) |
Accounts payable | (519,474) | (625,562) |
Accrued expenses and other current liabilities | (19,473) | (89,671) |
Accrued interest | 195,811 | 85,301 |
Total Adjustments | 2,110,705 | 5,902,865 |
Net Cash in Operating activities | (2,712,694) | (1,116,388) |
Cash Flows from Investing Activities | ||
Common stock issued for cash, net | 898,990 | 0 |
Net cash used in Investing Activities | 1,838,742 | 30,695 |
Cash Flows from Financing Activities | ||
Proceeds from the issuance of notes, net | 1,310,000 | 745,388 |
SBA loan forgiveness | (265,842) | 0 |
Cash paid on bank notes | (598,816) | (462,694) |
Net cash used in Financing Activities | 445,342 | 282,694 |
Net change in Cash and Cash Equivalents | (428,610) | (802,999) |
Cash and Cash Equivalents, Beginning of period | 602,182 | 1,240,064 |
Unrealized holding change on securities | (1) | 3,010 |
Cash and Cash Equivalents, end of period | 173,571 | 440,075 |
Supplemental Disclosure Information | ||
Cash paid for interest | 207,366 | 236,116 |
Cash paid for taxes | $ 25 | $ 11,522 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND GOING CONCERN | NOTE 1 : ORGANIZATION AND GOING CONCERN These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. We have a history of losses and may continue to incur losses in the future, which could negatively impact the trading value of our common stock. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. As of June 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $ 190,992,325 186,168,926 These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The recently acquired Advangelists LLC has also incurred losses and experienced negative cash flows from operations during the most recent fiscal year. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional capital through private and public offerings of its common stock, and the attainment of profitable operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. REVERSE STOCK-SPLIT - On September 9, 2020, the Company filed a Certificate of Amendment the Articles of Incorporation with the Secretary of State of the state of New York to implement a 1 for 400 reverse stock- split Impacts of COVID-19 to Business and the general economy Since March 2020, COVID -19 has caused a material and substantial adverse impact on our general economy and our business operations. It has caused there to be a substantial decrease in our sales, cancellations of purchase orders and has resulted in accounts receivables not being timely paid as anticipated. Further, it has caused us to have concerns about our ability to meet our obligations as they become due and payable. In this respect, our business is directly dependent upon and correlates closely to the marketing levels and ongoing business activities of our existing clients. If material adverse developments in domestic and global economic and market conditions adversely affect our clients’ businesses, such as COVID-19, our business and results of operations could (and in the case of COVID-19) equally suffer. Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. COVID-19 future widespread economic slowdowns in any of these markets, particularly in the United States, may negatively affect the businesses, purchasing decisions and spending of our clients and prospective clients, and payment of accounts receivable due us, which could result in reductions in our existing business as well as our new business development and difficulties in meeting our cash obligations as they become due. In the event of continued widespread economic downturn caused by COVID-19, we will likely continue to experience a reduction in projects, longer sales and collection cycles, deferral or delay of purchase commitments for our data products, processing functionality, software systems and services, and increased price competition, all of which could substantially adversely affect revenue and our ability to remain a going concern. In the event we remain a going concern, the impacts of the global emergence of Coronavirus disease (COVID-19) on our business, sources of revenues and then general economy, are currently not fully known. We are conducting business as usual with some modifications to employee work locations, and cancellation of certain marketing events, among other modifications. We lost a purchase order in excess of one million dollars with major US sports organization. We have observed other companies taking precautionary and preemptive actions to address COVID-19 and companies may take further actions that alter their normal business operations. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our customers and prospects, although we do anticipate it to continue to negatively impact our financial results during fiscal year 2021. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Form 10-K for the year ended December 31, 2020. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. NATURE OF OPERATIONS Data Licensing, The ATOS platform: · creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and · gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations. Advangelists’ marketplace engages with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other. Our goal is to create a standardized and transparent medium. Advangelists' technology is proprietary and has all been developed internally. We own all of our technology. Recent Developments and Employment Agreement with Deepanker Katyal Deepanker Katyal’s employment agreement which commenced December 7, 2018 has a term of three years. Mr. Katyal is required to devote at least 40 hours per week pursuant to his responsibility as CEO of Advangelists. The agreement provides for full indemnification and participation in all benefit plans, programs and perquisites as are generally provided by the Company to its employees, including medical, dental, life insurance, disability and 401(k) participation. The agreement provides for termination for cause after giving employee 30 days’ prior written notice. The agreement provides for termination by the Company without cause after 60 days’ prior written notice with severance pay as described in his agreement. His employment agreement also provides for termination by disability for a period of more than six consecutive months in any 12-month period, termination by employee for good reason as defined in the agreement and restrictive covenants for a period of one year following the termination date. Effective as of September 13, 2019, Mobiquity Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “GTECH SPA”) with GBT Technologies, Inc. (“GTECH”), pursuant to which the Company acquired from GTECH 15,000,000 110,000 On September 13, 2019, Advangelists, LLC (“AVNG”), a wholly-owned subsidiary of the Company, entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation: · A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment; · Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment); · Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Katyal Amendment, and of which 12,500 vest on the one year anniversary of the Katyal Amendment. In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal. On September 13, 2019, AVNG entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Lokesh Mehta, which amends Mr. Mehta’s original employment agreement (the “Original Mehta Agreement”), dated as of December 7, 2018. Pursuant to the Mehta Amendment, among other things, (i) the Company agreed to indemnify Mr. Mehta to the extent provided in the Company’s Certificate and By-laws and to include Mr. Mehta as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Mehta with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Mehta Agreement ceased. In addition, the Mehta Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Mehta, and entitles Mr. Mehta to the following additional compensation: · A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s Gross Revenue for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Mehta Amendment; · Commissions equal to 5% of the Net Revenues (as defined in the Mehta Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment); · Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Mehta Amendment, and of which 12,500 vest on the one year anniversary of the Mehta Amendment. In connection with the Mehta Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Mehta Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Mehta in exchange for an employment agreement and other good and valuable consideration including an automobile allowance. Risks Related to Our Financial Results and Financing Plans Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We consider the following individuals / companies to be related parties: Dean Julia - Principal Executive Officer President and Director Sean McDonnell - Chief Financial Officer Sean Trepeta - Board Member Dr. Gene Salkind – Board of Directors PRINCIPLES OF CONSOLIDATION The Condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and six months ended June 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the six months ended June 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of June 30, 2021, results of operations for the three months and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed consolidated financial statements. ESTIMATES CASH AND CASH EQUIVALENTS CONCENTRATION OF CREDIT RISK Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables at June 30, 2021 consist of 51 58 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 June 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $ 0 114,986 REVENUE RECOGNITION In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Reported revenue was not affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. ALLOWANCE FOR DOUBTFUL ACCOUNTS 386,600 386,600 PROPERTY AND EQUIPMENT LONG LIVED ASSETS In accordance with ASC 360, “ Property, Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company recognized an impairment loss of $ 4,000,000 Transactions with major customers During the six months ended June 30, 2021, four customers accounted for approximately 37 46 42 ADVERTISING COSTS 159 1,400 ACCOUNTING FOR STOCK BASED COMPENSATION BENEFICIAL CONVERSION FEATURES INCOME TAXES RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS We adopted the lease standard ACS 842 effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of December 10, 2019, we are not a lessor or lessee under any lease arrangements. We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations. NET LOSS PER SHARE Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 774,732 |
ACQUISITION OF ADVANGELISTS, LL
ACQUISITION OF ADVANGELISTS, LLC | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF ADVANGELISTS, LLC | NOTE 3: ACQUISITION OF ADVANGELISTS, LLC In December 2018, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) and Mobiquity Technologies, Inc. purchased of all the issued and outstanding capital stock and membership interest of Advangelists LLC. The Company closed and completed the acquisition on December 6, 2018. The purchase price paid includes the assumption of certain assets, liabilities and contracts associated with Advangelists, LLC, at closing the sellers received $ 500,000 9,500,000 The following table summarizes the allocation of the purchase price as of the acquisition date: Purchase Price Allocation of purchase price $9,500,000 Promissory note $ 9,500,000 Cash 500,000 Mobiquity Technologies, Inc. warrants 3,844,444 Gopher Protocol Inc. common stock 6,155,556 Total amount transferred $ 20,000,000 On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, which the Company acquired from GEAL 3% of the membership interest of Advangelists, LLC for $ 600,000 On May 8, 2019, the Company entered into a Membership Purchase Agreement with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, LLC which it contemporaneously purchased from GEAL. The purchase price was paid by the issuance of a $ 7,512,500 100 On September 13, 2019, the Company repurchased fifteen million shares of common stock for the aggregate by exchanging 110,000 On September 13, 2019, Dr. Gene Salkind, is a related party who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible promissory notes (the “Note”) and loaned to the Company an aggregate of $ 2,300,000 The Notes bear interest at a fixed rate of 15 September 30, 2029 Subject to the Company obtaining prior approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon the following events on the following terms: · At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $32.00 per post-split share (the “Conversion Price”). · at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400.00 per post-split share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price. The Notes contain customary events of default, which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes. In connection with the subscription of the Notes, the Company issued to each Lender a warrant to purchase 400 post-split shares of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $ 48.00 On September 13, 2019, Advangelists, LLC, a wholly-owned subsidiary of the Company (“AVNG”), entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, who is a related party and the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation: · A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment; · Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment); · Options to purchase 37,500 post-split shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Katyal Amendment, and of which 12,500 vest on the one year anniversary of the Katyal Amendment. In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal. In May 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $ 7,512,500 6,750,000 · $ 5,250,000 65,625 82,032 48.00 · $ 1,530,000 th The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note. Merger Mobiquity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) (which at the time owned 412,000 post-split shares of common stock of Mobiquity, equivalent to approximately 29.6% of the outstanding shares), AVNG Acquisition Sub, LLC (“Merger Sub”) and Advangelists, LLC (“Advangelists”) on November 20, 2018 which provided for Merger Sub to merge into Advangelists, with Advangelists as the surviving company following the merger. On December 6, 2018, Mobiquity and the other parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended the Merger Agreement as follows: · The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 225,000 post-split shares to 269,385 56.00 · The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 Under the Merger Agreement and the Amendment, in consideration for the Merger: · Mobiquity issued warrants for 269,384 post-split shares of Mobiquity common stock at an exercise price of $56.00 per share and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 · GEAL paid the pre-merger Advangelists members $ 10 500,000 9,500,000 The transactions contemplated by the Merger Agreement were consummated on December 7, 2018 upon the filing of a Certificate of Merger by Advangelists. As a result of the merger, Mobiquity owned 48% and GEAL owned 52% of Advangelists; and Mobiquity is the sole manager of, and controls, Advangelists at that time. As a result of Mobiquity having 100% control over Advangelists as of December 31, 2018, ASC 810-10-05-3 states “that for LLCs with managing and non-managing members, a managing member is the functional equivalent of a general partner and a non-managing member is the functional equivalent of a limited partner. In this case, a reporting entity with an interest in an LLC (which is not a VIE) would likely apply the consolidation model for limited partnerships if the managing member has the right to make the significant operating and financial decisions of the LLC.” In this case Mobiquity has the right to make the significant operating and financial decisions of Advangelists resulting in consolidation of Advangelists. On April 30, 2019, the Company entered into a Membership Interest Purchase Agreement with GEAL, pursuant to which the Company acquired from GEAL 3% of the membership interests of Advangelists, for cash in the amount of $ 600,000 On May 10, 2019, the Company entered into a Membership Purchase Agreement effective as of May 8, 2019 with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, which it contemporaneously purchased from GEAL. As a result of this transaction, the Company owns 100% of Advangelists’s Membership Interests. The acquisition of the 49% of Advangelists membership interests was accomplished in a transaction involving Mobiquity, Glen Eagles Acquisition LP, and Gopher Protocol, Inc. Recognized amount of identifiable assets acquired, liabilities assumed, and consideration expensed: Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Financial assets: Cash and cash equivalents $ 216,799 Accounts receivable, net 2,679,698 Property and equipment, net 20,335 Intangible assets (a) 10,000,000 Accounts payable and accrued liabilities (2,871,673 ) Purchase price expensed 9,954,841 Total amount identifiable assets and liabilities $ 20,000,000 The ATOS platform: · creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and · gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations. The Company tests goodwill for impairment at least annually on December 31 st Our goodwill balance is not amortized to expense, instead it is tested for impairment at least annually. We perform our annual goodwill impairment analysis at the end of the fourth quarter. If events or indicators of impairment occur between annual impairment analyses, we perform an impairment analysis of goodwill at that date. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant asset. In testing for a potential impairment of goodwill, we: (1) verify there are no changes to our reporting units with goodwill balances; (2) allocate goodwill to our various reporting units to which the acquired goodwill relates; (3) determine the carrying value, or book value, of our reporting units, as some of the assets and liabilities related to each reporting unit are held by a corporate function; (4) estimate the fair value of each reporting unit using a discounted cash flow model; (5) reconcile the fair value of our reporting units in total to our market capitalization adjusted for a subjectively estimated control premium and other identifiable factors; (6) compare the fair value of each reporting unit to its carrying value; and (7) if the estimated fair value of a reporting unit is less than the carrying value, we must estimate the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation for an acquired business to calculate the implied fair value of the reporting unit’s goodwill and recognize an impairment charge if the implied fair value of the reporting unit’s goodwill is less than the carrying value. There were no 4,000,000 Intangible Assets At each balance sheet date herein, definite-lived intangible assets primarily consist of customer relationships which are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they will be removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. Schedule of intangible assets Useful Lives June 30, 2021 December 31, 2020 Customer relationships 5 $ 3,003,676 $ 3,003,676 ATOS Platform 5 6,000,000 6,000,000 9,003,676 9,003,676 Less accumulated amortization (4,256,289 ) (3,355,922 ) Net carrying value $ 4,747,387 $ 5,647,754 Future amortization, for the years ending December 31, is as follows: Future accumulated amortization schedule 2021 $ 900,369 2022 $ 1,800,736 2023 $ 1,800,736 2024 $ 245,546 Thereafter $ – |
NOTES PAYABLE AND DERIVATIVE LI
NOTES PAYABLE AND DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND DERIVATIVE LIABILITIES | NOTE 4: NOTES PAYABLE AND DERIVATIVE LIABILITIES Summary of Notes payable: Summary of Convertible Promissory Notes June 30, December 31, Mob-Fox US LLC (b) $ – $ 30,000 Dr. Salkind, et al 2,700,000 2,550,000 Small Business Administration (a) 150,000 415,842 Subscription Agreements (d) 505,000 – Steven Morse Esq (e) 105,000 – Business Capital Providers (c) 336,625 355,441 Total Debt 3,796,625 3,351,283 Current portion of debt 1,196,625 901,283 Long-term portion of debt $ 2,600,000 $ 2,450,000 (a) In May of 2020, the Companies applied and received Small Business Administration Cares Act loans due to the COVID-19 Pandemic. Each loan carries a five-year term, carrying a one percent interest rate. The loans turn into grants if the funds are use the for the SBA accepted purposes. The window to use the funds for the SBA specific purposes is a twenty-four-week period. If the funds are used for the allotted expenses the loans turn into grants with each loan being forgiven. The Company also received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, carrying a three point seven five percent interest rate. During second quarter 2021 the Company applied for and received forgiveness for $ 265,842 (b) In October of 2020, the Company entered into an agreement with a vendor to accept $65,000 in full settlement of our payable due. A down payment of $15,000 at the signing of the agreement and five payments of $10,000 each, the loan was paid in full. (c) On February 20, 2020, the Company entered into a fourth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On June 12, 2020, the Company entered into a fifth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On August 11, 2020, the Company entered into a sixth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On November 25, 2020, the Company entered into a seventh merchant agreement with Business Capital Providers, Inc. in the amount of $ 310,000 daily 2,700.00 On February 19, 2021, the Company entered into an eight-merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On April 29, 2021, the Company entered into a ninth-merchant agreement with Business Capital Providers, Inc. in the amount of $ 300,000 daily 2,700.00 (d) On April 14,2021 through June 30, 2021, the Company entered into eleven subscription convertible note agreements totaling $ 1,057,000 37,000 452,000 (e) On May 10, 2021, the Company received a $ 100,000 5,000 June 7, 2021 On September 13, 2019, Dr. Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible promissory notes (the “Notes”) and loaned to the Company an aggregate of $ 2,300,000 On June 30, 2021, Dr. Gene Salkind, director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible promissory notes (the “Notes”) and loaned to the Company $ 150,000 The Notes bear interest at a fixed rate of 15% per annum, computed based on a 360-day year of twelve 30-day months and will be payable monthly in arrears. Interest on the Notes is payable in cash or, at the Lenders’ option, in shares of the Company’s common stock. The principal amount due under the Notes will be payable on September 30, 2029, unless earlier converted pursuant to the terms of the Notes. Subject to the Company obtaining prior approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon the following events on the following terms: · At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $32 per post-split per share (the “Conversion Price”). · at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $400.00 per share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price. The Notes contain customary events of default, which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes. In connection with the subscription of the Notes, the Company issued to each Lender a warrant to purchase one share of the Company’s common stock for every two shares of common stock issuable upon conversion of the Notes, at an exercise price of $48.00 per post-split share (the “Lender Warrants”). On May 16, 2019, the Company assumed a promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of the AVNG Note, the AVNG Note was amended and restated (the “First Amended AVNG Note”). Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and restated as follows: · $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,031 post-split shares of the Company’s common stock, at an exercise price of $48.00 per share (the “AVNG Warrant”). · $1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15 th The Second Amended AVNG Note provides that upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First Amended AVNG Note. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 5: INCOME TAXES The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in the United States, in various states within the United States. The Company determines it’s filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year statutes of limitations for income tax assessment vary from state to state. Tax authorities of the U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years. |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT) Shares issued for services: During the six months ended June 30, 2020, the Company issued 13,750 375,000 15,000 119,800 Shares issued for interest: During the six months ended June 30, 2020 and June 30, 2021, the Company did not issue any shares for interest. In the six months ended June 30, 2020, one holder of our Series E Preferred Stock converted 3,937 9,843 4,921 48.00 January 8, 2025 During the six months ended June 30, 2020, 60,026 In the six months ended June 30, 2020, one note holder converted $ 30,695 1,919 5,000 584,000 92,761 Stock and Loan Transactions for Cash On April 8, 2021, the Company sold 16,667 6.00 On April 14, 2021, the Company received a short-term $ 100,000 100,000 2,500 On April 16, 2021, the Company sold 41,667 6.00 On April 21, 2021, the $ 100,000 41,667 6.00 On April 30, 2021, the Company issued a two-month loan to an investor in exchange for $ 100,000 105,000 10,000 On May 10, 2021, the Company received a short-term $ 100,000 105,000 5,000 On May 17, 2021, the Company received a short-term $ 100,000 100,000 6,000 On May 18, 2021, the Company received a short-term $ 100,000 100,000 5,000 On May 19, 2021, the Company received a short-term $ 50,000 50,000 3,000 On May 24, 2021, the Company received a short-term $ 50,000 50,000 3,000 On June 9, 2021, the Company received short-term $ 400,000 420,000 20,000 10,000 On June 18, 2021, the Company received short-term $ 120,000 132,000 12,000 Consulting Agreements On May 28, 2021, the Company entered into a consulting agreement with Sterling Asset Management to provide business advisory services. The company will provide assistance and recommendations to help build strategic partnerships, to provide the Company with advice regarding revenue opportunities, mergers and acquisitions. The six- month engagement commenced on May 28, 2021. The consultant receives 2,500 restricted common shares each month of the agreement with a retainer of $10,000. |
Schedule of stock based compens
Schedule of stock based compensation expense | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock based compensation expense | Schedule of stock based compensation expense The following table summarizes stock-based compensation expense for the quarters ended June 30, 2021, and 2020: Quarters Ended June 30, 2021 2020 Employee stock-based compensation - option grants $ 516,323 $ 1,196,120 Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - option grants – – Non-Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - warrants 39,569 422,566 $ 555,892 $ 1,618,686 The Company’s results for the six months ended June 30, 2021, and June 30, 2020, include employee share-based compensation expense totaling $572,731 and $1,875,764, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses. The following table summarizes stock-based compensation expense for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Employee stock-based compensation - option grants $ 533,162 $ 1,276,870 Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - option grants – – Non-Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - warrants for retirement of debt 39,569 598,894 $ 572,731 $ 1,875,764 |
STOCK OPTION PLANS
STOCK OPTION PLANS | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTION PLANS | NOTE 8: STOCK OPTION PLANS During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 5,000 post-split non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 10,000 post-split shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 10,0000 post-split shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 and shall be known as the 2009 Employee Benefit and Consulting Services Compensation Plan (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 25,000 post-split shares. In February 2015, the Board approved, subject to stockholder approval within one year, an increase in the number of shares under the 2009 Plan to 50,000 post-split shares; however, stockholder approval was not obtained within the requisite one year and the anticipated increase in the 2009 Plan was canceled. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 25,000 post-split shares (the “2016 Plan”) and approving moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019. the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 75,000 post-split shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 150,000 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 Assumptions used Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected volatility – – – 439.23% Expected dividend yield – – – – Risk-free interest rate – – – 1.21% Expected term (in years) – – – 5.00 Schedule of options outstanding Share Weighted Weighted Aggregate Outstanding, January 1, 2021 302,846 45.85 4.65 $ – Granted – – – – Exercised – – – – Cancelled & Expired (1,001 ) – – – Outstanding, June 30, 2021 301,845 45.68 4.69 $ – Options exercisable, June 30, 2021 280,869 44.95 4.62 $ – The weighted-average grant-date fair value of options granted during the six months ended June 30, 2021, and 2020 was $ 0 0 The aggregate intrinsic value of options outstanding and options exercisable at June 30, 2021 is calculated as the difference between the exercise price of the underlying options and the market price of the Company's common stock for the shares that had exercise prices, that were lower than the $ 0 As of June 30, 2021, the fair value of unamortized compensation cost related to unvested stock option awards is $ 1,313,175 The weighted average assumptions made in calculating the fair value of warrants granted during the three and six months ended June 30, 2021 and 2020 are as follows: Assumptions used Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected volatility 144.81% 456.09% 144.81% 449.47% Expected dividend yield – – – – Risk-free interest rate 0.81% 0.35% 0.81% 0.91% Expected term (in years) 5.00 5.00 5.00 5.83 Schedule of warrants outstanding Share Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2021 466,636 $ 52.50 6.31 $ – Granted 6,250 $ – – $ 13,750 Exercised – $ – – $ – Expired – $ – – $ – Outstanding, June 30, 2021 472,886 $ 6.00 5.80 $ – Warrants exercisable, June 30, 2021 472,886 $ 5.80 5.80 $ 13,750 |
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 9: LITIGATION We are not a party to any pending material legal proceedings, except as follow: Washington Prime Group, Inc.(“WPG”), a successor in interest to Simon Property Group, L.P., commenced an action in the Marion Superior Court, County of Marion, State of Indiana against the Company alleging default on 36 commercial leases which the Company had entered into in 36 separate shopping mall locations across the United States. Plaintiff alleges damages from unpaid rent of $892,332. Plaintiff is seeking a judgment from the Court to collect said unpaid rent plus attorneys’ fees and other costs of collection. On September 18,2020, the Parties entered into a settlement agreement with respect to this lawsuit. Subject to the terms, conditions, and provisions of the settlement Agreement, Mobiquity paid WPG One Hundred Thousand Dollars and No/100 Cents ($100,000.00) . In the Supreme Court of New York, county of Nassau, Carter, Deluca & Farrell LP, a law firm filed a summons and Complaint against the Company seeking $113,654 in past due legal fees allegedly owed. The Company disputed the amount owed to said firm. On March 13, 2020, the Company entered into a settlement agreement and paid the law firm $60,000 to settle the lawsuit. The Company’s wholly-owned subsidiary, Advangelists LLC is a defendant in a lawsuit filed in Tel Aviv brought by the Plaintiff Fyber Monetization, a private Israeli company, in the business of digital advertising. In its statement of claim, Fyber alleges June through November 3 of 2019 unpaid invoices totaling $584,945 US Dollars. Advangelists has disputed any monies being owed and it intends to vigorously defend this lawsuit. FunCorp Limited has filed a lawsuit in Superior Court, State of Washington, County of King alleging Advangelists owes for services rendered unpaid invoices totaling $42,464. Advangelists has disputed any monies being owed and it intends to vigorously defend this lawsuit. |
COMMITMENTS_
COMMITMENTS: | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS: | NOTE 10: COMMITMENTS: The following are outstanding commitments as of June 30, 2021: · $5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 164,063 post-split shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 82,032 shares of the Company’s common stock, at an exercise price of $48.00 post-split per share (the “AVNG Warrant”). In February of 2020 one Class E Preferred Stock shareholder converted 3,937 shares were exchanged for 9,348, post-split shares of the Company’s Common Stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS On July 7, 2021, a note holder converted their $105,000 secured convertible note to 21,000 common shares. On July 6, 2021, a note holder converted their $50,000 secured convertible note to 10,000 common shares. On July 8, 2021, a note holder converted their $50,000 secured convertible note to 10,000 common shares. On July 9, 2021, a note holder converted their $55,000 secured convertible note to 10,462 common shares. On July 22, 2021, two note holder converted their $110,000 secured convertible note to 19,678 common shares. On July 29, 2021, the Company received a short term note of $300,000 payable at $2,531.25 for 160 payments. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Data Licensing, The ATOS platform: · creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and · gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations. Advangelists’ marketplace engages with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other. Our goal is to create a standardized and transparent medium. Advangelists' technology is proprietary and has all been developed internally. We own all of our technology. Recent Developments and Employment Agreement with Deepanker Katyal Deepanker Katyal’s employment agreement which commenced December 7, 2018 has a term of three years. Mr. Katyal is required to devote at least 40 hours per week pursuant to his responsibility as CEO of Advangelists. The agreement provides for full indemnification and participation in all benefit plans, programs and perquisites as are generally provided by the Company to its employees, including medical, dental, life insurance, disability and 401(k) participation. The agreement provides for termination for cause after giving employee 30 days’ prior written notice. The agreement provides for termination by the Company without cause after 60 days’ prior written notice with severance pay as described in his agreement. His employment agreement also provides for termination by disability for a period of more than six consecutive months in any 12-month period, termination by employee for good reason as defined in the agreement and restrictive covenants for a period of one year following the termination date. Effective as of September 13, 2019, Mobiquity Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “GTECH SPA”) with GBT Technologies, Inc. (“GTECH”), pursuant to which the Company acquired from GTECH 15,000,000 110,000 On September 13, 2019, Advangelists, LLC (“AVNG”), a wholly-owned subsidiary of the Company, entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Deepankar Katyal, the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation: · A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment; · Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment); · Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Katyal Amendment, and of which 12,500 vest on the one year anniversary of the Katyal Amendment. In connection with the Katyal Amendment, on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal. On September 13, 2019, AVNG entered into Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Lokesh Mehta, which amends Mr. Mehta’s original employment agreement (the “Original Mehta Agreement”), dated as of December 7, 2018. Pursuant to the Mehta Amendment, among other things, (i) the Company agreed to indemnify Mr. Mehta to the extent provided in the Company’s Certificate and By-laws and to include Mr. Mehta as an insured under the Company’s applicable directors’ and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Mehta with an automobile allowance of $550.00 per month, and (iii) the non-compete restrictive covenants contained in the Original Mehta Agreement ceased. In addition, the Mehta Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Mehta, and entitles Mr. Mehta to the following additional compensation: · A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s Gross Revenue for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Mehta Amendment; · Commissions equal to 5% of the Net Revenues (as defined in the Mehta Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment); · Options to purchase 37,500 shares of the Company’s common stock at an exercise price of $36.00 per share, of which 25,000 vest on the date of the Mehta Amendment, and of which 12,500 vest on the one year anniversary of the Mehta Amendment. In connection with the Mehta Amendment, on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Mehta Redemption Agreement”), pursuant to which the Company redeemed the Company’s Class B Stock owned by Mehta in exchange for an employment agreement and other good and valuable consideration including an automobile allowance. Risks Related to Our Financial Results and Financing Plans Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We consider the following individuals / companies to be related parties: Dean Julia - Principal Executive Officer President and Director Sean McDonnell - Chief Financial Officer Sean Trepeta - Board Member Dr. Gene Salkind – Board of Directors |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The Condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and six months ended June 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the six months ended June 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In our opinion, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly in all material respects our financial position as of June 30, 2021, results of operations for the three months and six months ended June 30, 2021 and 2020 and cash flows for the six months ended June 30, 2021 and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed consolidated financial statements. |
ESTIMATES | ESTIMATES |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK Concentration of credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables at June 30, 2021 consist of 51 58 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 June 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $ 0 114,986 |
REVENUE RECOGNITION | REVENUE RECOGNITION In preparation for adoption of the standard, the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Reported revenue was not affected materially in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services, under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ALLOWANCE FOR DOUBTFUL ACCOUNTS 386,600 386,600 |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT |
LONG LIVED ASSETS | LONG LIVED ASSETS In accordance with ASC 360, “ Property, Plant and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company recognized an impairment loss of $ 4,000,000 Transactions with major customers During the six months ended June 30, 2021, four customers accounted for approximately 37 46 42 |
ADVERTISING COSTS | ADVERTISING COSTS 159 1,400 |
ACCOUNTING FOR STOCK BASED COMPENSATION | ACCOUNTING FOR STOCK BASED COMPENSATION |
INCOME TAXES | INCOME TAXES |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS We adopted the lease standard ACS 842 effective January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information will not be updated, and disclosures required under the new standard will not be provided for periods presented before January 1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or (3) costs previously capitalized as initial direct costs. As of December 10, 2019, we are not a lessor or lessee under any lease arrangements. We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations. |
NET LOSS PER SHARE | NET LOSS PER SHARE Basic net loss per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 774,732 |
ACQUISITION OF ADVANGELISTS, _2
ACQUISITION OF ADVANGELISTS, LLC (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of purchase price | Allocation of purchase price $9,500,000 Promissory note $ 9,500,000 Cash 500,000 Mobiquity Technologies, Inc. warrants 3,844,444 Gopher Protocol Inc. common stock 6,155,556 Total amount transferred $ 20,000,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Financial assets: Cash and cash equivalents $ 216,799 Accounts receivable, net 2,679,698 Property and equipment, net 20,335 Intangible assets (a) 10,000,000 Accounts payable and accrued liabilities (2,871,673 ) Purchase price expensed 9,954,841 Total amount identifiable assets and liabilities $ 20,000,000 |
Schedule of intangible assets | Schedule of intangible assets Useful Lives June 30, 2021 December 31, 2020 Customer relationships 5 $ 3,003,676 $ 3,003,676 ATOS Platform 5 6,000,000 6,000,000 9,003,676 9,003,676 Less accumulated amortization (4,256,289 ) (3,355,922 ) Net carrying value $ 4,747,387 $ 5,647,754 |
Future accumulated amortization schedule | Future accumulated amortization schedule 2021 $ 900,369 2022 $ 1,800,736 2023 $ 1,800,736 2024 $ 245,546 Thereafter $ – |
NOTES PAYABLE AND DERIVATIVE _2
NOTES PAYABLE AND DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Promissory Notes | Summary of Convertible Promissory Notes June 30, December 31, Mob-Fox US LLC (b) $ – $ 30,000 Dr. Salkind, et al 2,700,000 2,550,000 Small Business Administration (a) 150,000 415,842 Subscription Agreements (d) 505,000 – Steven Morse Esq (e) 105,000 – Business Capital Providers (c) 336,625 355,441 Total Debt 3,796,625 3,351,283 Current portion of debt 1,196,625 901,283 Long-term portion of debt $ 2,600,000 $ 2,450,000 (a) In May of 2020, the Companies applied and received Small Business Administration Cares Act loans due to the COVID-19 Pandemic. Each loan carries a five-year term, carrying a one percent interest rate. The loans turn into grants if the funds are use the for the SBA accepted purposes. The window to use the funds for the SBA specific purposes is a twenty-four-week period. If the funds are used for the allotted expenses the loans turn into grants with each loan being forgiven. The Company also received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, carrying a three point seven five percent interest rate. During second quarter 2021 the Company applied for and received forgiveness for $ 265,842 (b) In October of 2020, the Company entered into an agreement with a vendor to accept $65,000 in full settlement of our payable due. A down payment of $15,000 at the signing of the agreement and five payments of $10,000 each, the loan was paid in full. (c) On February 20, 2020, the Company entered into a fourth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On June 12, 2020, the Company entered into a fifth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On August 11, 2020, the Company entered into a sixth merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On November 25, 2020, the Company entered into a seventh merchant agreement with Business Capital Providers, Inc. in the amount of $ 310,000 daily 2,700.00 On February 19, 2021, the Company entered into an eight-merchant agreement with Business Capital Providers, Inc. in the amount of $ 250,000 daily 2,556 On April 29, 2021, the Company entered into a ninth-merchant agreement with Business Capital Providers, Inc. in the amount of $ 300,000 daily 2,700.00 (d) On April 14,2021 through June 30, 2021, the Company entered into eleven subscription convertible note agreements totaling $ 1,057,000 37,000 452,000 (e) On May 10, 2021, the Company received a $ 100,000 5,000 June 7, 2021 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Schedule of stock based compensation expense The following table summarizes stock-based compensation expense for the quarters ended June 30, 2021, and 2020: Quarters Ended June 30, 2021 2020 Employee stock-based compensation - option grants $ 516,323 $ 1,196,120 Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - option grants – – Non-Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - warrants 39,569 422,566 $ 555,892 $ 1,618,686 The Company’s results for the six months ended June 30, 2021, and June 30, 2020, include employee share-based compensation expense totaling $572,731 and $1,875,764, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses. The following table summarizes stock-based compensation expense for the six months ended June 30, 2021 and 2020: Six Months Ended June 30, 2021 2020 Employee stock-based compensation - option grants $ 533,162 $ 1,276,870 Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - option grants – – Non-Employee stock-based compensation - stock grants – – Non-Employee stock-based compensation - warrants for retirement of debt 39,569 598,894 $ 572,731 $ 1,875,764 |
STOCK OPTION PLANS (Tables)
STOCK OPTION PLANS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of options outstanding | Schedule of options outstanding Share Weighted Weighted Aggregate Outstanding, January 1, 2021 302,846 45.85 4.65 $ – Granted – – – – Exercised – – – – Cancelled & Expired (1,001 ) – – – Outstanding, June 30, 2021 301,845 45.68 4.69 $ – Options exercisable, June 30, 2021 280,869 44.95 4.62 $ – |
Schedule of warrants outstanding | Schedule of warrants outstanding Share Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2021 466,636 $ 52.50 6.31 $ – Granted 6,250 $ – – $ 13,750 Exercised – $ – – $ – Expired – $ – – $ – Outstanding, June 30, 2021 472,886 $ 6.00 5.80 $ – Warrants exercisable, June 30, 2021 472,886 $ 5.80 5.80 $ 13,750 |
Equity Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used | Assumptions used Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected volatility – – – 439.23% Expected dividend yield – – – – Risk-free interest rate – – – 1.21% Expected term (in years) – – – 5.00 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used | Assumptions used Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected volatility 144.81% 456.09% 144.81% 449.47% Expected dividend yield – – – – Risk-free interest rate 0.81% 0.35% 0.81% 0.91% Expected term (in years) 5.00 5.00 5.00 5.83 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($) | 8 Months Ended | ||
Sep. 09, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 190,992,325 | $ 186,168,926 | |
Reverse stock- split | 1 for 400 reverse stock- split |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Cash over FDIC insurance limits | $ 0 | $ 114,986 | |
Allowance for doubtful accounts | 386,600 | 386,600 | |
Impairment losses on long lived assets | 4,000,000 | ||
Advertising costs | $ 159 | $ 1,400 | |
Antidilutive shares excluded from earnings per share calculation | 774,732 | ||
Accounts Receivable [Member] | Six Customers [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 51.00% | 58.00% | |
Revenue Benchmark [Member] | Four Customers [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 37.00% | 46.00% | |
Revenue Benchmark [Member] | Five Customers [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 42.00% |
ACQUISITION OF ADVANGELISTS, _3
ACQUISITION OF ADVANGELISTS, LLC (Details) | 11 Months Ended |
Dec. 06, 2018USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
$9,500,000 Promissory note | $ 9,500,000 |
Cash | 500,000 |
Mobiquity Technologies, Inc. warrants | 3,844,444 |
Gopher Protocol Inc. common stock | 6,155,556 |
Total amount transferred | $ 20,000,000 |
ACQUISITION OF ADVANGELISTS, _4
ACQUISITION OF ADVANGELISTS, LLC (Details - Consideration paid, identifiable assets acquired, and liabilities assumed) - Advangelists [Member] | Dec. 06, 2018USD ($) |
Financial assets: | |
Cash and cash equivalents | $ 216,799 |
Accounts receivable, net | 2,679,698 |
Property and equipment, net | 20,335 |
Intangible assets (a) | 10,000,000 |
Accounts payable and accrued liabilities | (2,871,673) |
Purchase price expensed | 9,954,841 |
Total amount identifiable assets and liabilities | $ 20,000,000 |
ACQUISITION OF ADVANGELISTS, _5
ACQUISITION OF ADVANGELISTS, LLC (Details - Intangible assets) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 9,003,676 | $ 9,003,676 |
Accumulated amortization | (4,256,289) | (3,355,922) |
Intangible assets, net | $ 4,747,387 | 5,647,754 |
Atos Platform [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Intangible asset, gross | $ 6,000,000 | 6,000,000 |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Intangible asset, gross | $ 3,003,676 | $ 3,003,676 |
ACQUISITION OF ADVANGELISTS, _6
ACQUISITION OF ADVANGELISTS, LLC (Details - Future amortization) | Dec. 31, 2020USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2021 | $ 900,369 |
2022 | 1,800,736 |
2023 | 1,800,736 |
2024 | 245,546 |
Thereafter | $ 0 |
ACQUISITION OF ADVANGELISTS, _7
ACQUISITION OF ADVANGELISTS, LLC (Details Narrative) - USD ($) | 4 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 13, 2019 | Dec. 07, 2018 | Dec. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2019 | May 10, 2019 | |
Business Acquisition [Line Items] | |||||||||||
Cash paid for acquisition | $ 500,000 | ||||||||||
Proceeds from convertible note | $ 1,310,000 | $ 745,388 | |||||||||
Business combination consideration transferred | $ 20,000,000 | ||||||||||
Atos [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill impairment | $ 4,000,000 | $ 0 | |||||||||
Avng Note [Member] | Deep Kayyal [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Note payable | $ 6,750,000 | $ 1,530,000 | |||||||||
Debt converted, debt amount | $ 5,250,000 | ||||||||||
Avng Note [Member] | Deep Kayyal [Member] | Warrant [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Warrant exercise price | $ 48 | ||||||||||
Debt converted, shares issued | 82,032 | ||||||||||
Avng Note [Member] | Deep Kayyal [Member] | Series E Preferred Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Debt converted, shares issued | 65,625 | ||||||||||
Gene Salkind [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Proceeds from convertible note | $ 2,300,000 | ||||||||||
Debt stated interest rate | 15.00% | ||||||||||
Debt maturity date | Sep. 30, 2029 | ||||||||||
Advangelists [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Note payable | $ 7,512,500 | ||||||||||
Percentage ownership | 100.00% | ||||||||||
Glen Eagles Acquisition [Member] | Advangelists [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Note payable | $ 9,500,000 | ||||||||||
Advangelists [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Payment for investment | $ 600,000 | ||||||||||
Advangelists [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid for acquisition | $ 500,000 | ||||||||||
Business combination consideration transferred | $ 10,000 | ||||||||||
Advangelists [Member] | Merger Agreement [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Warrant exercise price | $ 56 | ||||||||||
Advangelists [Member] | Glen Eagles Acquisition [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash paid for acquisition | $ 500,000 | ||||||||||
Advangelists [Member] | Gopher Protocol [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock transferred | 9,209,722 |
NOTES PAYABLE AND DERIVATIVE _3
NOTES PAYABLE AND DERIVATIVE LIABILITIES (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 7 Months Ended | 11 Months Ended | |||
Feb. 19, 2021 | Feb. 20, 2020 | Jun. 30, 2021 | May 10, 2021 | Apr. 29, 2021 | Jun. 12, 2020 | Aug. 11, 2020 | Nov. 25, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||
Total debt | $ 3,796,625 | $ 3,351,283 | |||||||
Current portion of debt | 1,196,625 | 901,283 | |||||||
Long-term portion of debt | 2,600,000 | 2,450,000 | |||||||
Debt forgiveness | 265,842 | ||||||||
Steven Morse Esq [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Original issue discounts | $ 5,000 | ||||||||
Business Capital Providers [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan payable | $ 250,000 | $ 250,000 | $ 300,000 | $ 250,000 | $ 250,000 | $ 310,000 | |||
Debt payment frequency | daily | daily | daily | daily | daily | daily | |||
Debt periodic payment | $ 2,556 | $ 2,556 | $ 2,700 | $ 2,556 | $ 2,556 | $ 2,700 | |||
Convertible Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | 1,057,000 | ||||||||
Original issue discounts | 37,000 | ||||||||
Debt converted, amount converted | 452,000 | ||||||||
Unsecured Promissory Note [Member] | Steven Morse Esq [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceed from debt | $ 100,000 | ||||||||
Debt maturity date | Jun. 7, 2021 | ||||||||
Mob Fox U S L L C [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 0 | 30,000 | |||||||
Salkind [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 2,700,000 | 2,550,000 | |||||||
Small Business Administration [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 150,000 | 415,842 | |||||||
Subscription Agreements [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 505,000 | 0 | |||||||
Steven Morse Esq [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | 105,000 | 0 | |||||||
Business Capital Providers [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total debt | $ 336,625 | $ 355,441 |
NOTES PAYABLE AND DERIVATIVE _4
NOTES PAYABLE AND DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Sep. 13, 2019 | |
Gene Salkind [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Proceeds from related party | $ 150,000 | $ 2,300,000 |
STOCKHOLDERS_ EQUITY (DEFICIT_2
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | ||||||||||||
Jun. 30, 2021 | Apr. 14, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | May 10, 2021 | Apr. 21, 2021 | Apr. 16, 2021 | Jun. 09, 2021 | May 24, 2021 | May 19, 2021 | May 18, 2021 | May 17, 2021 | Jun. 30, 2021 | Jun. 18, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||||||||||||||||
Stock issued for services, value | $ 37,975 | $ 81,825 | $ 384,000 | |||||||||||||
Share price | $ 0 | $ 0 | ||||||||||||||
Short term loan | $ 100,000 | |||||||||||||||
Sale Of Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share price | $ 6 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 41,667 | |||||||||||||||
Note Holder [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock converted, shares converted | 92,761 | |||||||||||||||
Debt converted, amount converted | $ 30,695 | |||||||||||||||
Debt converted, shares issued | 1,919 | |||||||||||||||
Proceeds from note conversion | $ 5,000 | |||||||||||||||
Conversion of Stock, Amount Converted | $ 584,000 | |||||||||||||||
One Investor [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of restricted common stock sold | 16,667 | |||||||||||||||
Share price | $ 6 | |||||||||||||||
One Investor 2 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 100,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 2,500 | |||||||||||||||
Repayments of Short-term Debt | $ 100,000 | |||||||||||||||
One Investor 3 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of restricted common stock sold | 41,667 | |||||||||||||||
Share price | $ 6 | |||||||||||||||
One Investor 4 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Debt converted, amount converted | $ 105,000 | |||||||||||||||
Debt converted, shares issued | 10,000 | |||||||||||||||
One Investor 5 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 100,000 | |||||||||||||||
Short term loan | 105,000 | |||||||||||||||
Origination fee | $ 5,000 | |||||||||||||||
One Investor 6 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 100,000 | |||||||||||||||
Short term loan | $ 100,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 6,000 | |||||||||||||||
One Investor 7 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 100,000 | |||||||||||||||
Short term loan | $ 100,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 5,000 | |||||||||||||||
One Investor 8 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 50,000 | |||||||||||||||
Short term loan | $ 50,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 3,000 | |||||||||||||||
One Investor 9 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Short-term Debt | $ 50,000 | |||||||||||||||
Short term loan | $ 50,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 3,000 | |||||||||||||||
Three Investors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short term loan | $ 400,000 | |||||||||||||||
Number of restricted common stock issued for loan origination fee | 10,000 | |||||||||||||||
Origination fee | $ 20,000 | |||||||||||||||
Proceed from issuance of debt | $ 420,000 | |||||||||||||||
Two Investors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short term loan | $ 120,000 | |||||||||||||||
Origination fee | 12,000 | |||||||||||||||
Proceed from issuance of debt | $ 132,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock issued for services, shares | 15,000 | 13,750 | ||||||||||||||
Stock issued for services, value | $ 119,800 | $ 375,000 | ||||||||||||||
Common Stock [Member] | Preferred Series E [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock converted, shares converted | 3,937 | |||||||||||||||
Stock converted, common shares issued | 9,843 | |||||||||||||||
Common Stock [Member] | Warrants [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock converted, shares converted | 60,026 | |||||||||||||||
Warrant [Member] | Preferred Series E [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrant exercise price | $ 48 | |||||||||||||||
Warrant expiration date | Jan. 8, 2025 |
Schedule of stock based compe_2
Schedule of stock based compensation expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 555,892 | $ 1,618,686 | $ 572,731 | $ 1,875,764 |
Employees [Member] | Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 516,323 | 1,196,120 | 533,162 | 1,276,870 |
Employees [Member] | Stock Grants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non Employees [Member] | Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non Employees [Member] | Stock Grants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non Employees [Member] | Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 39,569 | $ 422,566 | $ 39,569 | $ 598,894 |
STOCK OPTION PLANS (Details - A
STOCK OPTION PLANS (Details - Assumptions) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 0.00% | 0.00% | 0.00% | 439.23% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 0.00% | 0.00% | 1.21% |
Expected term (in years) | 5 years | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 144.81% | 456.09% | 144.81% | 449.47% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.81% | 0.35% | 0.81% | 0.91% |
Expected term (in years) | 5 years | 5 years | 5 years | 5 years 9 months 29 days |
STOCK OPTION PLANS (Details- Op
STOCK OPTION PLANS (Details- Option Activity) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares outstanding - beginning | shares | 302,846 |
Weighted average exercise price - beginning | $ / shares | $ 45.85 |
Aggregate intrinsic value - beginning | $ | $ 0 |
Shares granted | shares | 0 |
Weighted average exercise price - shares granted | $ / shares | $ 0 |
Shares exercised | shares | 0 |
Weighted average exercise price - shares Exercised | $ / shares | $ 0 |
Shares cancelled and expired | shares | (1,001) |
Weighted average exercise price - shares Cancelled | $ / shares | $ 0 |
Shares outstanding - ending | shares | 301,845 |
Weighted average exercise price - ending | $ / shares | $ 45.68 |
Weighted average contractural term - ending | 4 years 8 months 8 days |
Aggregate intrinsic value - ending | $ | $ 0 |
Shares exercisable | shares | 280,869 |
Weighted average exercise price - exercisable | $ / shares | $ 44.95 |
Weighted average contractural term - exercisable | 4 years 7 months 13 days |
Aggregate intrinsic value - exercisable | $ | $ 0 |
STOCK OPTION PLANS (Details-War
STOCK OPTION PLANS (Details-Warrants Outstanding) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants outstanding - beginning | shares | 466,636 |
Weighted average exercise price - beginning | $ 52.50 |
Aggregate intrinsic value - beginning | $ | $ 0 |
Warrants granted | shares | 6,250 |
Weighted average exercise price - shares granted | |
Aggregate intrinsic value - granted | 13,750 |
Weighted average exercise price - shares Exercised | |
Warrants cancelled and expired | shares | 0 |
Weighted average exercise price - shares Cancelled | |
Warrants outstanding - ending | shares | 472,886 |
Weighted average exercise price - ending | $ 6 |
Weighted average contractural term - ending | 5 years 9 months 18 days |
Aggregate intrinsic value - ending | $ | $ 0 |
Aggregate intrinsic value - exercisable | $ | $ 13,750 |
STOCK OPTION PLANS (Details Nar
STOCK OPTION PLANS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock closing price | $ 0 | |
Unamortized compensation cost related to stock option awards | $ 1,313,175 | |
Equity Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value of options | $ 0 | $ 0 |
Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized under plan | 150,000 |