Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
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- |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 735,505 | $ 602,182 |
Accounts receivable, net | 685,496 | 1,698,719 |
Prepaid expenses and other current assets | 11,700 | 46,396 |
Total Current Assets | 1,432,701 | 2,347,297 |
Property and equipment (net of accumulated depreciation of $18,190 and $12,635, respectively) | 15,873 | 21,428 |
Goodwill | 1,352,865 | 1,352,865 |
Intangible assets (net of accumulated amortization of $4,706,473 and $3,355,922, respectively) | 4,297,203 | 5,647,754 |
Other assets | ||
Security deposits | 0 | 9,000 |
Investment in corporate stock | 0 | 91 |
Total Assets | 7,098,642 | 9,378,435 |
Current Liabilities | ||
Accounts payable | 1,573,862 | 2,055,175 |
Accrued expenses | 1,364,992 | 1,085,292 |
Notes payable | 2,411,523 | 901,283 |
Total Current Liabilities | 5,350,377 | 4,041,750 |
Long term portion convertible notes, net | 2,700,000 | 2,450,000 |
Total Liabilities | 8,050,377 | 6,491,750 |
Stockholders' Deficit | ||
Common stock: 100,000,000 authorized; $0.0001 par value 3,670,086 and 2,803,685 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 372 | 282 |
Treasury stock at $36 per share 37,500 and 37,500 shares outstanding at September 30, 2021 and December 31, 2020 | (1,350,000) | (1,350,000) |
Additional paid in capital | 189,498,056 | 184,586,420 |
Accumulated deficit | (194,904,072) | (186,168,926) |
Total Stockholders' Equity | (951,735) | 2,886,685 |
Total Liabilities and Stockholders' Equity | 7,098,642 | 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 | 0 | 15,000 |
Preferred Stock Series E [Member] | ||
Stockholders' Deficit | ||
Preferred Stock, Value, Issued | $ 4,935,040 | $ 4,935,040 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accumulated depreciation, property and equipment | $ 18,190 | $ 12,635 |
Accumulated amortization, intangible assets | $ 4,706,473 | $ 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 | 3,670,086 | 2,803,685 |
Common stock outstanding | 3,670,086 | 2,803,685 |
Treasury Stock par value | $ 36 | $ 36 |
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 | 0 | 1,500 |
Preferred stock shares outstanding | 0 | 1,500 |
Preferred Stock 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 (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 572,745 | $ 1,429,696 | $ 1,797,052 | $ 3,032,064 |
Cost of Revenues | 690,702 | 952,779 | 2,439,501 | 2,612,690 |
Gross Profit | (117,957) | 476,917 | (642,449) | 419,374 |
Operating Expenses | ||||
Selling, general and administrative | 1,229,047 | 1,527,229 | 3,158,098 | 4,676,920 |
Salaries | 1,130,040 | 496,564 | 1,731,912 | 2,005,216 |
Stock based compensation | 717,168 | 54,589 | 1,289,899 | 1,331,459 |
Total Operating Expenses | 3,076,255 | 2,078,382 | 6,179,909 | 8,013,595 |
Loss from operations | (3,194,212) | (1,601,465) | (6,822,358) | (7,594,221) |
Other Income (Expenses) | ||||
Interest Income | 18 | 0 | 18 | 0 |
Interest Expense | (203,436) | (201,047) | (606,613) | (532,475) |
Original issue discount | (605,880) | 0 | (715,880) | 0 |
Warrant expense | 0 | 662,758 | 0 | 63,864 |
Loss on sale of company stock | (436,405) | (2,821,393) | (856,155) | (2,914,558) |
Total Other Income (Expense) | (1,245,703) | (2,359,682) | (2,178,630) | (3,383,169) |
Loss from continuing operations | (4,439,915) | (3,961,147) | (9,000,988) | (10,977,390) |
Other Comprehensive Income (loss) | ||||
Loan Forgiveness - SBA | 0 | 0 | 265,842 | 0 |
Unrealized holding gain (loss) arising during period | 0 | (23) | 0 | (3,033) |
Total other Comprehensive Income (loss) | (23) | 265,842 | (3,033) | |
Net Comprehensive Loss | $ (4,439,915) | $ (3,961,170) | $ (8,735,146) | $ (10,980,423) |
Net Comprehensive Loss Per Common Share: | ||||
For continued operations, basic and diluted | $ (1.39) | $ (1.43) | $ (2.89) | $ (3.99) |
Weighted Average Common Shares Outstanding, basic and diluted | 3,201,073 | 2,761,183 | 3,027,406 | 2,753,446 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholder's 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 | $ 177,427,524 | $ (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 | 384,000 | 384,002 | |||||
Common stock issued for services, shares | 14,500 | |||||||
Common stock issued for note conversion | 30,694 | 30,694 | ||||||
Common stock issued for note conversion, shares | 1,919 | |||||||
Preferred stock series E | $ (314,960) | $ 1 | 314,959 | |||||
Preferred stock series E, shares | (3,937) | 9,843 | ||||||
Warrant conversions | 403,267 | 403,267 | ||||||
Warrant conversions, shares | 18,443 | |||||||
Net Loss | (2,435,793) | (2,435,793) | ||||||
Ending balance, value at Mar. 31, 2020 | $ 714,869 | $ 4,935,040 | $ 15,000 | $ 237 | 178,560,444 | $ (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 | |||
Beginning balance, value at Dec. 31, 2019 | $ 714,869 | $ 5,250,000 | $ 15,000 | $ 234 | 177,427,524 | $ (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 Sep. 30, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 278 | 184,231,046 | $ (1,350,000) | (182,116,945) | 6,583,288 |
Ending balance, shares at Sep. 30, 2020 | 56,413 | 61,688 | 1,500 | 2,761,183 | 37,500 | |||
Beginning balance, value at Mar. 31, 2020 | $ 714,869 | $ 4,935,040 | $ 15,000 | $ 237 | 178,560,444 | $ (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 | (9,000) | (9,000) | ||||||
Preferred stock series E | 154,000 | (154,000) | ||||||
Warrant conversions | $ 3 | 352,652 | 352,655 | |||||
Warrant conversions, shares | 44,082 | |||||||
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 | $ 240 | 180,625,860 | $ (1,350,000) | (178,155,775) | 6,939,234 |
Ending balance, shares at Jun. 30, 2020 | 56,413 | 61,688 | 1,500 | 2,423,829 | 37,500 | |||
Common stock issued for services, shares | (750) | |||||||
Common stock issued for services | $ 1 | 94,998 | 94,999 | |||||
Common stock issued for services, shares | 11,875 | |||||||
Common stock purchased | $ 36 | 3,338,049 | 3,338,085 | |||||
Common stock purchased, shares | 310,784 | |||||||
Preferred stock series E, shares | 10,000 | |||||||
Warrant conversions | $ 1 | 117,550 | 117,551 | |||||
Warrant conversions, shares | 14,695 | |||||||
Stock based compensation | 54,589 | 54,589 | ||||||
Net Loss | (3,961,170) | (3,961,170) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 868,869 | $ 4,935,040 | $ 15,000 | $ 278 | 184,231,046 | $ (1,350,000) | (182,116,945) | 6,583,288 |
Ending balance, shares at Sep. 30, 2020 | 56,413 | 61,688 | 1,500 | 2,761,183 | 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 | |||
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 Sep. 30, 2021 | $ 868,869 | $ 4,935,040 | $ 372 | 189,498,056 | $ (1,350,000) | (194,904,072) | (951,735) | |
Ending balance, shares at Sep. 30, 2021 | 56,413 | 61,688 | 3,670,086 | 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 | ||||||
Notes converted to common stock | $ 9 | 671,593 | 671,602 | |||||
Notes converted to common stock, shares | 92,761 | |||||||
Original issue discount shares | $ 5 | 268,145 | 268,150 | |||||
Original issue discount shares, shares | 39,500 | |||||||
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 | |||
Common stock issued for services | 53,500 | 53,500 | ||||||
Common stock issued for services, shares | 7,500 | |||||||
Common stock issued for cash | ||||||||
Note conversions | $ 13 | 1,138,891 | 1,138,904 | |||||
Note conversions, shares | 130,904 | |||||||
Stock based compensation | 717,168 | 717,168 | ||||||
Original issue discount shares | $ 9 | 455,872 | 455,881 | |||||
Original issue discount shares, shares | 55,900 | |||||||
Conversion Series C preferred stock | $ (15,000) | $ 38 | 14,962 | |||||
Conversion Series C preferred stock, shares | (1,500) | 375,000 | ||||||
Net Loss | (3,911,747) | (3,911,747) | ||||||
Ending balance, value at Sep. 30, 2021 | $ 868,869 | $ 4,935,040 | $ 372 | $ 189,498,056 | $ (1,350,000) | $ (194,904,072) | $ (951,735) | |
Ending balance, shares at Sep. 30, 2021 | 56,413 | 61,688 | 3,670,086 | 37,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (8,735,146) | $ (10,980,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 5,555 | 4,421 |
Amortization- Intangible Assets | 1,350,551 | 1,950,552 |
Allowance for uncollectible receivables | 0 | 306,000 |
Common stock issued for services | 173,300 | 470,000 |
Warrant expense | 0 | 1,472,368 |
Stock based compensation | 1,289,899 | 1,331,459 |
Changes in operating assets and liabilities | ||
Accounts receivable | 1,013,223 | 1,512,216 |
Prepaid expenses and other assets | 43,696 | (14,000) |
Accounts payable | (474,650) | (629,419) |
Accrued expenses and other current liabilities | (28,882) | (95,310) |
Accrued interest | 301,919 | 181,513 |
Total Adjustments | 3,674,611 | 6,489,800 |
Net Cash in Operating activities | (5,060,535) | (4,490,623) |
Cash Flows from Investing Activities | ||
Common stock issued for cash, net | 898,990 | 3,338,084 |
Purchase of property and equipment | 0 | (6,599) |
Original Issue Discount shares | 724,031 | 0 |
Note conversion to common stock | 1,810,506 | 30,695 |
Net cash used in Investing Activities | 3,433,527 | 3,362,180 |
Cash Flows from Financing Activities | ||
Proceeds from the issuance of notes, net | 2,643,000 | 915,842 |
SBA loan forgiveness | (265,842) | 0 |
Cash paid on bank notes | (616,918) | (490,739) |
Net cash used in Financing Activities | 1,760,240 | 425,103 |
Net change in Cash and Cash Equivalents | 133,232 | (703,340) |
Cash and Cash Equivalents, Beginning of period | 602,182 | 1,240,064 |
Cash and Cash Equivalents, end of period | 735,505 | 539,757 |
Supplemental Disclosure Information | ||
Cash paid for interest | 303,643 | 340,951 |
Cash paid for taxes | 2,005 | 14,869 |
Non-cash investing and financing activities: | ||
Common stock issued for conversion of convertible notes | 856,155 | 0 |
Original issue discounts | $ 715,880 | $ 0 |
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 We operate our business through two wholly owned subsidiaries, Advangelists, LLC and Mobiquity Networks, Inc. Our corporate structure is as follows: Subsidiaries Advangelists, LLC Advangelists LLC operates our ATOS platform business. We originally acquired a 48 52 20 412,500 · Mobiquity issued warrants for 269,384 56 9,209,722 3,844,444 6,155,556 · Glen Eagles paid the pre-merger Advangelists members $10 million. $ 500,000 9,500,000 500,000 The Company acquired 3% of the Advangelists’ membership interests from Glen Eagles in April 2019 in satisfaction of the Company’s $ 500,000 In May 2019 the Company acquired the remaining 49% of Advangelists’ membership interests from Glen Eagles, becoming the 100% owner of Advangelists, in a transaction involving the Company, Glen Eagles, and Gopher Protocol, Inc. In that transaction, Gopher acquired the 49% Advangelists membership interest from Glen Eagles and assumed Glen Eagles’ promissory note to Deepankar Katyal, as representative of the pre-merger Advangelists owners, which had a remaining balance of $7,512,500, in satisfaction of indebtedness owed by Glen Eagles to Gopher. Concurrently with that transaction, the Company acquired the 49% of Advangelists membership interest from Gopher and assumed the promissory note in consideration. Additionally, warrants for 300,000 6,780,000 · $ 5,250,000 164,062 82,031 48 · $ 1,530,000 510,000 The promissory note was paid in full in November 2019. Mobiquity Networks, Inc. We have established Mobiquity Networks, Inc and have operated it since January 2011. Mobiquity Networks started and developed as a mobile advertising technology company focused on driving foot-traffic throughout its indoor network and has evolved and grown into a next generation data intelligence company. Mobiquity Networks operates our data intelligence platform business. 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 September 30, 2021 and December 31, 2020, the Company had an accumulated deficit of $ 194,904,072 186,168,926 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 In September 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 The Company’s financial condition and results of operations have been and may continue to be adversely affected by the COVID-19 pandemic. 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 more than 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 years 2021 and 2022. |
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 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. 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 – Chairman of the Board of Directors PRINCIPLES OF CONSOLIDATION The Condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and nine months ended September 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the nine months ended September 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 September 30, 2021, results of operations for the three months and nine months ended September 30, 2021, and 2020 and cash flows for the nine months ended September 30, 2021, and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 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 September 30, 2021 consist of 55 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 September 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $ 472,082 114,986 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 Property, Plant and Equipment 4,000,000 Transactions with major customers During the nine months ended September 30, 2021, four customers accounted for approximately 36 48 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 September 30, 2021, 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 1,230,669 |
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 vests 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. In May of 2020, Deepankar Katyal resigned from the board to spend more time necessary to run the day-to-day operations of Advangelists, LLC focusing on technology and revenue growth. 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’ 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 September 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 (4,706,473 ) (3,355,922 ) Net carrying value $ 4,297,203 $ 5,647,754 Future amortization, for the years ending December 31, is as follows: Future accumulated amortization schedule 2021 $ 450,185 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 September 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) 768,000 – Blue Lake Partners LLC Talos Victory Fund LLC (e) 1,125,000 – Business Capital Providers (c) 368,523 355,441 Total Debt 5,111,523 3,351,283 Current portion of debt 2,411,523 901,283 Long-term portion of debt $ 2,700,000 $ 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 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 On July 28, 2021, the Company entered into a tenth-merchant agreement with Business Capital Providers, Inc. in the amount of $ 300,000 daily 2,531 (d) On April 14, 2021 through September 7, 2021, the Company entered into twenty-nine subscription convertible note agreements totaling $ 1,943,000 74,500 1,149,500 100,000 (e) On September 20, 2021, the Company entered into two security purchase agreements with maturity date of September 20, 2022, at a 10% interest rate. On September 13, 2019, Dr. Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind subscribed for 15% Senior Secured Convertible Promissory Notes and loaned the Company an aggregate of $2,300,000. These notes were amended and restated on December 31, 2019, by Amended and Restated 15% Senior Secured Convertible Promissory Notes which deferred interest payments from the date of the original notes to December 31, 2020 and added an aggregate interim payment of $250,000 payable on December 31, 2020 that covered the deferred interest payments. These notes were again amended and restated on April 1, 2021, by the Second Amended and Restated 15% Senior Secured Convertible Promissory Notes which reflected an additional principal amount of $150,000 loaned by Dr. Salkind, and also amended the interim payment date to December 31, 2021, and the conversion price from $32 to $4 per share. The notes are secured by the assets of the Company and its subsidiaries. The total amount loaned under the notes, as amended and restated, including the principal amount and the interim payment amount is $2,700,000. The notes, as amended and restated, bear annual interest at 15% which is payable monthly in cash or, at the Salkind lenders’ option, in shares of the Company’s common stock. The principal amount under the Notes is due on September 30, 2029, and the interim payment is payable on December 31, 2021, unless, in either case, earlier converted into shares of our common stock under the terms of the notes, as described below. The outstanding principal plus any accrued and unpaid interest, and the interim payment under the notes, are convertible into shares of Company common stock at a conversion price of $4 per share at any time, until the notes are fully converted, on the following terms: · The Salkind lenders may convert the notes at any time. · The Company may convert the notes 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 per share. The notes contain customary events of default, which, if uncured, entitle the holders to accelerate payment of the principal and all accrued and unpaid interest under their notes. In connection with the subscription of the notes, the Company issued to each Salkind 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 per share. The warrant exercise price was amended to 4 per share. In the second quarter of 2020, we halted required interest payments under the September 2019 and June 30, 2021, Notes to Dr. Salkind and his affiliate due to economic hardships stemming from a downturn in our business and the related decline of our revenue resulting from the COVID 19 pandemic. 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 6,750,000 · $ 5,250,000 65,625 82,031 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. |
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 its 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. |
DEBT AND RECEIVABLES PURCHASE F
DEBT AND RECEIVABLES PURCHASE FINANCING | 6 Months Ended |
Jun. 30, 2021 | |
Debt And Receivables Purchase Financing | |
DEBT AND RECEIVABLES PURCHASE FINANCING | NOTE 6: DEBT AND RECEIVABLES PURCHASE FINANCING Debt and Receivables Purchase Financing We have the following debt financing in place: Dr. Gene Salkind, who is our Chairman of the Board and one of our directors, and his affiliate provided us an aggregate of $ 2,700,000 Business Capital Providers, Inc. purchased certain future receivables from the Company at a 26% discount under the following agreements on the following terms: · Pursuant to a Merchant Agreement dated July 28, 2021 405,000 300,000 2,531 · Pursuant to a Merchant Agreement dated April 29, 2021 405,000 300,000 2,700 · The Company previously entered into separate Merchant Agreements with Business Capital Providers on eight occasions prior to the April 29, 2021, Merchant Agreement, starting in June 2019, for an aggregate of $ 1,060,000 · Nineteen private investors, who were unaffiliated shareholders of the Company and accredited investors as provided under Regulation D Rule 501 promulgated under the Securities Act of 1933, provided us convertible debt financing during the period May 2021 through September 2021 pursuant to subscription agreements as described below. (Certain of these investors provided us multiple investments in one or more of these convertible debt structures.): · Nine of the lender-investors provided us an aggregate of $ 668,000 The lender-investors were issued shares of Company common stock valued at $ 6 The debt maturity date is October 31, 2021 The debt is convertible into shares of Company common stock at a conversion price of $ 6 · Three of the lender-investors provided us an aggregate of $ 200,000 The lender-investors were issued shares of Company common stock valued at $ 6 100,000 The debt is convertible into shares of Company common stock at a conversion price of $ 6 These investors converted all of this convertible debt into a total of 40,000 · Eleven of the lender-investors provided us an aggregate of $ 819,500 The investment amounts included 10% original issue discount. Accordingly, the total net principal proceeds of this debt that we received was $ 745,000 June 30, 2022 The investor may convert the debt at any time through the maturity date at a 30% discount to the volume weighted average price per share over the 60-day period prior to conversion, with a floor conversion price of $4 per share. The debt will automatically convert on July 1, 2022, at $ 4 819,500 156,761 · Four of the lender-investors provided us $ 130,000 Interest at the annual rate of 10%, debt maturity date is June 30, 2022 4 30,000 5,904 In May of 2020, the Company received Small Business Administration Cares Act loan of $ 265,842 five-year term 1 In June 2020, the Company received a $ 150,000 30-year term 3.75 In September 2021, the Company entered into securities purchase agreements 2021, with two accredited investors, Talos Victory Fund, LLC, and Blue Lake Partners LLC, pursuant to which the Company issued 10% promissory notes with a maturity date of September 20, 2022, in the aggregate principal amount of $ 1,125,000 56,250 · Interest at the annual rate of 10 · The notes carry original issue discount of $112,500 in the aggregate. Accordingly, the total net principal of this debt was $ 1,012,500 · The Company is required to make interim payments to the holders in the aggregate amount of $225,000, on or before March 18, 2022, towards the repayment of the balance of the notes. The Company may prepay the principal sum under the notes then outstanding plus accrued and unpaid interest in full at any time without any prepayment premium; however, the Company is required to pay a minimum amount of the first 12 months of interest under the notes. · The holders may convert the notes and exercise the warrants into the Company’s common stock (subject to contractual beneficial ownership limitations of 4.99%). The holders have the right to convert the notes at any time into shares of common stock at a conversion price of $5.00 per share; provided, however, if the Company consummates a so-called up-listing offering to a national exchange within 180 days after the closing date, then the Note conversion price shall adjust to equal 70% of the price per share of common stock in that offering. The warrants may also be exercised at any time from date of issuance over a period of five years at the exercise price then in effect. The initial warrant exercise price shall equal $10.00 per share; provided however, if the Company consummates the up-listing offering within the 180-day period noted above, then the exercise price shall adjust to equal 130% of the price per share in that offering. The warrants contain cashless exercise provisions. Both the notes and the warrants contain customary anti-dilution provisions which could cause an adjustment to the conversion price of the notes and the exercise price of the warrants. · The notes provide that so long as the Company has any obligations under the Notes, the Company will not, among other things: o Incur or guarantee any indebtedness which is senior or equal to the notes. o Redeem or repurchase any shares of stock, warrants, rights or options without the holders’ consent. o Sell, lease or otherwise dispose of a significant portion of its assets without the holders’ consent. · The notes contain customary events of default relating to, among other things, payment defaults, breach of representations and warranties, and breach of provisions of the notes or securities purchase agreements. · In an event of default under the notes, which has not been cured within any applicable cure period, if any, the notes shall become immediately due and payable and the Company shall pay to the holders an amount equal to the principal sum then outstanding plus accrued interest, multiplied by 125%. Additionally, upon the occurrence of an event of default, additional interest will accrue from the date of the event of default at the rate equal to the lower of 16% per annum or the highest rate permitted by law. On the closing date of this financing, the holders delivered the net amount of $910,000 of the purchase price to the Company in exchange for the notes (which was net of the original issue discount and other fees, and expenses relate to this financing). |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 7: STOCKHOLDERS’ EQUITY (DEFICIT) Shares Issued for Services During the nine months ended September 30, 2020, the Company issued 25,625 470,000 22,500 173,300 Shares issued for interest: During the nine months ended September 30, 2020, and September 30, 2021, the Company did not issue any shares for interest. Shares issued for upon conversion of warrants, notes and/or preferred stock: In the nine months ended September 30, 2020, one holder of our Series E Preferred Stock converted 3,937 9,843 4,921 48.00 September 30, 2023 During the nine months ended September 30, 2020, 77,220 During the nine months ended September 30, 2020, one note holder converted $ 30,695 1,919 5,000 On September 30,2021, a director and principal stockholder converted 1500 shares of Series C Preferred Stock into 375,000 common shares and 375,000 warrants exercisable at $48.00 per share through September 2023. 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 On July 8, 2021, the Company received short-term $ 80,000 85,000 5,000 On July 14, 2021, the Company received short-term $ 75,000 82,500 7,500 On July 15, 2021, the Company received short-term $ 150,000 155,000 5,000 On July 29, 2021, the Company received a short term note of $ 300,000 On August 11, 2021, the Company received short-term $ 25,000 1,250 On August 12, 2021, the Company received short-term $ 200,000 10,000 On August 16, 2021, the Company received short-term $ 50,000 On August 25, 2021, the Company received short-term $ 43,000 2,150 On September 2, 2021, the Company received short-term $ 25,000 On September 7, 2021, the Company received short-term $ 50,000 55,000 5,000 On September 10, 2021, the Company received short-term $ 25,000 On September 15, 2021, the Company received short-term $ 50,000 55,000 5,000 On September 16, 2021, the Company received short-term $ 50,000 55,000 5,000 On September 30, 2021, Dr. Salkind, Chairman of the Board and principal stockholder, converted his 1500 shares of Series C Preferred Stock into 375,000 common shares and warrants to purchase 375,000 common shares exercisable at $48.00 per share through September 2023. 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 and $75,000 cash payments |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2021 | |
Options And Warrants | |
OPTIONS AND WARRANTS | NOTE 8: OPTIONS AND WARRANTS The Company’s results for the quarters ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $717,168 and $54,589, 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 quarters ended September 30, 2021, and 2020: Schedule of stock based compensation expense Quarters Ended September 30, 2021 2020 Employee stock-based compensation - option grants $ 298,105 $ 54,589 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 419,063 – $ 717,168 $ 54,589 The Company’s results for the nine months ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $1,289,899 and $1,930,353, 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 nine months ended September 30, 2021, and 2020: Nine Months Ended September 30, 2021 2020 Employee stock-based compensation - option grants $ 831,267 $ 1,331,459 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 458,632 598,894 $ 1,289,899 $ 1,930,353 |
STOCK OPTION PLANS
STOCK OPTION PLANS | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTION PLANS | NOTE 9: 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 Nine Months Ended 2021 2020 2021 2020 Expected volatility – 746.54 89.11 592.89 Expected dividend yield – – – – Risk-free interest rate – 0.27 1.16 0.74 Expected term (in years) – 5.00 10.00 5.00 Schedule of options outstanding Share Weighted Weighted Aggregate Outstanding, January 1, 2021 302,846 45.85 4.65 $ – Granted 25,000 60.00 9.01 – Exercised – – – – Cancelled & expired (1,313 ) – – – Outstanding, September 30, 2021 326,533 46.77 4.79 $ – Options exercisable, September 30, 2021 305,556 46.10 4.72 $ – The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2021, and 2020 was $ 0 0 The aggregate intrinsic value of options outstanding and options exercisable at September 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 $ 7.25 As of September 30, 2021, the fair value of unamortized compensation cost related to unvested stock option awards is $ 1,209,692 The weighted average assumptions made in calculating the fair value of warrants granted during the three and nine months ended September 30, 2021, and 2020 are as follows: Assumptions used Three Months Ended Nine Months Ended 2021 2020 2021 2020 Expected volatility 157.44 – 157.44 449.47 Expected dividend yield – – – – Risk-free interest rate 0.82 – 0.82 0.91 Expected term (in years) 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 437,500 $ 42.51 2.42 $ 7,813 Exercised – $ – – $ – Expired – $ – – $ – Outstanding, September 30, 2021 904,136 $ 47.68 4.04 $ – Warrants exercisable, September 30, 2021 904,136 $ 47.68 4.04 $ 7,813 |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Executive Compensation | |
EXECUTIVE COMPENSATION | Note 10: EXECUTIVE COMPENSATION Effect of Pandemic As a result of our declining revenue, during the COVID-19 pandemic, our management team decided it was necessary to reduce overhead In April of 2020, due to the COVID-19 pandemic all employees’ salaries were reduced by 40% and we terminated one employee. In October of 2020, the employees pay reduction was reduced to a 20% reduction where it stands as of the date hereof. Several employees were laid-off or resigned, all travel and advertising were suspended, and office space rent was suspended, allowing the entire staff to work remotely. Employment Agreements of Executives Dean Julia Dean Julia is employed as the Company’s Chief Executive Officer under an employment agreement with an initial term of three years which commenced on April 2, 2019. The agreement will automatically renew for an additional two years, unless terminated 90 days before termination of the initial term. Mr. Julia’s annual base salary is $ 360,000 10 62,500 60 st Paul Bauersfeld Paul Bauersfeld is employed as the Company’s Chief Technology Officer under an at-will employment agreement which commenced on April 2, 2019. Mr. Bauersfeld’s monthly salary is $ 25,000 10 25,000 60 Sean Trepeta Sean Trepeta is employed as President of our wholly owned subsidiary, Mobiquity Networks, Inc. under an at-will employment agreement which commenced on April 2, 2019. Mr. Trepeta’s monthly salary is $ 20,000 10 25,000 60 Deepankar Katyal Deepankar Katyal is employed as Chief Executive Officer of our wholly owned subsidiary, Advangelists, LLC under employment agreement with Advangelists with a term of three years which commenced on December 7, 2018. The agreement was amended on September 13, 2019. (See Note 12 below.) Mr. Katyal’s annual base salary is $ 400,000 · a bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue for each month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the agreement. Those revenue thresholds were not attained, and this bonus was not earned; · commissions equal to 10% of the net revenues derived from all New Katyal Managed Accounts (as defined in the agreement – being accounts directly introduced by Mr. Katyal or assigned to Employee in writing by the Manager of the Company); · options to purchase 37,500 36.00 25,000 12,500 · one share of Company Series B Preferred Stock which was issued to Mr. Katyal. The Series B Preferred Stock, as a class, provided cash dividend rights, payable in cash, to the holders thereof in an aggregate amount equivalent to 10% of the annual gross revenue of Advangelists or the Company, whichever is higher, up to a maximum aggregate annual amount of $ 1,200,000 600,000 During the term of the employment agreement, Mr. Katyal is entitled to a monthly allowance of up to $550 per month to cover lease or purchase finance costs of an automobile. Mr. Katyal’s employment agreement provides for indemnification by the Company to the fullest extent permitted by the Company’s certificate of incorporation and bylaws, as well as participation in all benefit plans, programs and perquisites as are generally provided by Advangelists to its employees, including medical, dental, life insurance, disability and 401(k) participation. Mr. Katyal’s employment agreement contains customary non-solicitation of Company customers or employees’ provisions during the term of the agreement and for one year after termination. The agreement provides for termination by Advangelists for cause upon 30 days’ prior written notice: and without cause after 60 days’ prior written notice. The employment agreement terminates automatically upon Mr. Katyal’s death, and it may also be terminated by Advangelists if Mr. Katyal is disabled for more than six consecutive months in any 12-month period—disability being the inability to substantially perform Mr. Katyal's duties and responsibilities by reason of mental or physical illness or injury. Mr. Katyal is entitled to terminate the agreement for “good reason”. If Mr. Katyal is terminated by Advangelists for cause, Advangelists is obligated only to pay Mr. Katyal amounts of base salary and expense reimbursements that were due or accrued prior to the termination date. If Mr. Katyal is terminated by Advangelists without cause, and provided Mr. Katyal is not in breach under the agreement, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his death, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal’s employment is terminated as a result of his disability, provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his salary though the date of termination, and his other compensation for the remainder of the contractual employment term had Mr. Katyal remained an employee. If Mr. Katyal terminates his employment for good reason, and provided Mr. Katyal provides a general release, Advangelists is obligated to pay Mr. Katyal his compensation and expense reimbursements that would be payable to Mr. Katyal for the remainder of the contractual employment term had Mr. Katyal remained an employee. Mr. Kaytal’s employment agreement provides for assignment of ownership rights regarding intellectual property created by Mr. Katyal relating to the Company’s business. Sean McDonnell Sean McDonnell is employed as the Company’s Chief Executive Officer on a non-full-time basis as an employee at-will with no employment agreement. He has a monthly base salary of $ 11,000 |
AGREEMENTS WITH KATYAL
AGREEMENTS WITH KATYAL | 6 Months Ended |
Jun. 30, 2021 | |
Agreements With Katyal | |
AGREEMENTS WITH KATYAL | NOTE 11: AGREEMENTS WITH KATYAL Other Recent Developments with Deepankar Katyal Deepankar 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 vests 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. |
LITIGATION
LITIGATION | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 12: LITIGATION We are not a party to any pending material legal proceedings, except as follows: 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 in February 2020 alleging default on 36 commercial leases which the Company had entered into in 36 separate shopping mall locations across the United States for the placement of Mobiquity’s Bluetooth messaging system equipment in the shopping malls to send advertisements through to shoppers’ phones as they walked through mall common areas. WPG alleged damages from unpaid rent of $892,332. WPG sought a judgment from the court to collect the claimed unpaid rent plus attorneys’ fees and other costs of collection. The Company disputed the claim. On September 18, 2020, the parties entered into a settlement agreement with respect to this lawsuit. Under the settlement agreement, Mobiquity paid WPG $100,000.00 in five $20,000 monthly installments ending in January 2021 and mutual general releases were exchanged. In December 2019, Carter, Deluca & Farrell LP, a law firm, commenced an action in the Supreme Court of New York, County of Nassau, against the Company seeking $113,654 in past due legal fees allegedly owed. The Company disputed the amount owed to that firm. On March 13, 2021, the Company entered into a settlement agreement with the law firm and paid them $60,000 to settle the lawsuit. In July 2020, Fyber Monetization, an Israeli company in the business of digital advertising, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in the Magistrate’s Court in Tel Aviv, Israel. In its statement of claim, Fyber alleged that Advangelists owes Fyber license fees of $ 584,945 In October 2020, FunCorp Limited, a Cypriot company which owns and operates social networking websites and mobile applications, commenced an action against the Company’s wholly owned subsidiary Advangelists LLC in Superior Court, State of Washington, County of King alleging Advangelists owed FunCorp for unpaid amounts due under an insertion order for placement of Advangelists’ advertisements on FunCorp’s iFunny website totaling $ 42,464 44,000 |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 13: COMMITMENTS The following are outstanding commitments as of September 30, 2021: · $ 5,250,000 65,625 82,032 48.00 3,937 9,348 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14: SUBSEQUENT EVENTS On October 19,2021, the Company filed a Form S-1 Registration Statement (File no.333-260364) with the Securities and Exchange Commission for a public Offering to raise approximately $11 million dollars in an underwritten public offering. The next day the Company filed an application to list our common stock on the NASDAQ Capital Market under the symbol “MOBQ.” No assurances can be given that the public offering and up-listing will be successfully completed. In the event that the Offering is completed, the Company has allocated an estimated $1,793,000 to retire the loans of, Talos Victory Fund, LLC, Blue Lake Partners LLC and other unsecured short-term indebtedness. In October 2021, the Company’s Board of Directors approved the 2021 Employment and Compensation Plan covering up to 1.1 million common shares. The plan must be approved by stockholders within one year in order to be able to grant incentive stock options under the Plan. The Board also approved the granting of ten-year options to purchase 635,000 common shares to officers, directors, employees and/or consultants at an exercise price equal to 110% of the public offering price of common shares expected to be sold in the public offering described in the preceding paragraph. In the fourth quarter of 2021, Business Capital Providers assigned one of its Merchant Agreements and related debt described in note 6 above to non-affiliated third parties, which subsequently converted $89,100 in outstanding indebtedness into 13,103 common shares pursuant to their terms. In the fourth quarter of 2021, the Company borrowed from a non-affiliated person $312,500 on a non-convertible three month loan with 20% original issue discount less fees of $30,000. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS 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. 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 – Chairman of the Board of Directors |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The Condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, the Condensed consolidated statements of operations for the three months and nine months ended September 30, 2021 and 2020, the Condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2021 and 2020 and the Condensed consolidated statements of cash flows for the nine months ended September 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 September 30, 2021, results of operations for the three months and nine months ended September 30, 2021, and 2020 and cash flows for the nine months ended September 30, 2021, and 2020. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months and nine months ended September 30, 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 September 30, 2021 consist of 55 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 September 30, 2021 and December 31, 2020, the Company exceeded FDIC limits by $ 472,082 114,986 |
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 Property, Plant and Equipment 4,000,000 Transactions with major customers During the nine months ended September 30, 2021, four customers accounted for approximately 36 48 42 |
ADVERTISING COSTS | ADVERTISING COSTS 159 1,400 |
ACCOUNTING FOR STOCK BASED COMPENSATION – | ACCOUNTING FOR STOCK BASED COMPENSATION – |
BENEFICIAL CONVERSION FEATURES | BENEFICIAL CONVERSION FEATURES |
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 September 30, 2021, 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 1,230,669 |
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 September 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 (4,706,473 ) (3,355,922 ) Net carrying value $ 4,297,203 $ 5,647,754 |
Future accumulated amortization schedule | Future accumulated amortization schedule 2021 $ 450,185 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 September 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) 768,000 – Blue Lake Partners LLC Talos Victory Fund LLC (e) 1,125,000 – Business Capital Providers (c) 368,523 355,441 Total Debt 5,111,523 3,351,283 Current portion of debt 2,411,523 901,283 Long-term portion of debt $ 2,700,000 $ 2,450,000 |
OPTIONS AND WARRANTS (Tables)
OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Options And Warrants | |
Schedule of stock based compensation expense | Schedule of stock based compensation expense Quarters Ended September 30, 2021 2020 Employee stock-based compensation - option grants $ 298,105 $ 54,589 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 419,063 – $ 717,168 $ 54,589 The Company’s results for the nine months ended September 30, 2021, and September 30, 2020, include employee share-based compensation expense totaling $1,289,899 and $1,930,353, 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 nine months ended September 30, 2021, and 2020: Nine Months Ended September 30, 2021 2020 Employee stock-based compensation - option grants $ 831,267 $ 1,331,459 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 458,632 598,894 $ 1,289,899 $ 1,930,353 |
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] | |
Assumptions used | Assumptions used Three Months Ended Nine Months Ended 2021 2020 2021 2020 Expected volatility – 746.54 89.11 592.89 Expected dividend yield – – – – Risk-free interest rate – 0.27 1.16 0.74 Expected term (in years) – 5.00 10.00 5.00 |
Schedule of options outstanding | Schedule of options outstanding Share Weighted Weighted Aggregate Outstanding, January 1, 2021 302,846 45.85 4.65 $ – Granted 25,000 60.00 9.01 – Exercised – – – – Cancelled & expired (1,313 ) – – – Outstanding, September 30, 2021 326,533 46.77 4.79 $ – Options exercisable, September 30, 2021 305,556 46.10 4.72 $ – |
Schedule of warrants outstanding | Schedule of warrants outstanding Share Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2021 466,636 $ 52.50 6.31 $ – Granted 437,500 $ 42.51 2.42 $ 7,813 Exercised – $ – – $ – Expired – $ – – $ – Outstanding, September 30, 2021 904,136 $ 47.68 4.04 $ – Warrants exercisable, September 30, 2021 904,136 $ 47.68 4.04 $ 7,813 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Assumptions used | Assumptions used Three Months Ended Nine Months Ended 2021 2020 2021 2020 Expected volatility 157.44 – 157.44 449.47 Expected dividend yield – – – – Risk-free interest rate 0.82 – 0.82 0.91 Expected term (in years) 5.00 – 5.00 5.83 |
ORGANIZATION AND GOING CONCERN
ORGANIZATION AND GOING CONCERN (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |||||||
Feb. 28, 2020 | Apr. 30, 2019 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 09, 2020 | Sep. 30, 2021 | Dec. 07, 2018 | Dec. 06, 2018 | Dec. 31, 2020 | Sep. 30, 2019 | May 10, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Consideration valued | $ 20,000,000 | |||||||||||
Value of common stock | $ 350,000 | $ 548,990 | ||||||||||
Cash paid for acquisition | $ 500,000 | |||||||||||
Accumulated deficit | $ 194,904,072 | $ 194,904,072 | $ 186,168,926 | |||||||||
Reverse stock- split | 1 for 400 reverse stock- split | |||||||||||
Series E Preferred Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock shares | 3,937 | |||||||||||
Advangelists [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Notes payable | $ 7,512,500 | |||||||||||
Advangelists [Member] | GEAL [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Notes payable | $ 9,500,000 | |||||||||||
Glen Eagles Acquisition L P [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Membership interest | 48.00% | 48.00% | ||||||||||
Advangelists L L C [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Membership interest | 52.00% | 52.00% | ||||||||||
Consideration valued | $ 20,000,000 | |||||||||||
Business transferred shares | 9,209,722 | |||||||||||
Monthly payments | $ 500,000 | |||||||||||
Advance payments | $ 500,000 | |||||||||||
Warrant shares | 300,000 | |||||||||||
Principal amount | $ 1,530,000 | $ 1,530,000 | $ 6,780,000 | |||||||||
Unpaid interest | $ 510,000 | |||||||||||
Advangelists L L C [Member] | Series E Preferred Stock [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrants exercise price | $ 48 | $ 48 | ||||||||||
Warrant shares | 82,031 | |||||||||||
Principal amount | $ 5,250,000 | $ 5,250,000 | ||||||||||
Common stock shares | 164,062 | |||||||||||
Advangelists L L C [Member] | Glen Eagles [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Common stock shares | 412,500 | 412,500 | ||||||||||
Advangelists L L C [Member] | Mobiquity [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrants issued | 269,384 | |||||||||||
Warrants exercise price | $ 56 | $ 56 | ||||||||||
Warrants value | $ 3,844,444 | |||||||||||
Advangelists L L C [Member] | Gopher [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Value of common stock | $ 6,155,556 | |||||||||||
Advangelists [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Consideration valued | $ 10,000,000 | |||||||||||
Cash paid for acquisition | 500,000 | |||||||||||
Advangelists [Member] | GEAL [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Cash paid for acquisition | $ 500,000 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Product Information [Line Items] | |||
Cash over FDIC insurance limits | $ 472,082 | $ 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 | 1,230,669 | ||
Accounts Receivable [Member] | Six Customers [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 55.00% | 58.00% | |
Revenue Benchmark [Member] | Four Customers [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 36.00% | 48.00% | |
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 ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross | $ 9,003,676 | $ 9,003,676 |
Accumulated amortization | (4,706,473) | (3,355,922) |
Intangible assets, net | $ 4,297,203 | 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 | $ 450,185 |
2022 | 1,800,736 |
2023 | 1,800,736 |
2024 | 245,546 |
Thereafter |
ACQUISITION OF ADVANGELISTS, _7
ACQUISITION OF ADVANGELISTS, LLC (Details Narrative) - USD ($) | 4 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2019 | May 31, 2019 | Sep. 13, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 07, 2018 | Dec. 06, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 15, 2019 | May 16, 2019 | May 10, 2019 | |
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 500,000 | |||||||||||
Proceeds from convertible note | $ 2,643,000 | $ 915,842 | ||||||||||
Business combination consideration transferred | $ 20,000,000 | |||||||||||
ATOS [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Goodwill impairment | $ 4,000,000 | $ 0 | ||||||||||
AVNG Note [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Note payable | $ 1,530,000 | |||||||||||
Debt converted, debt amount | $ 5,250,000 | |||||||||||
AVNG Note [Member] | Warrant [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrant exercise price | $ 48 | |||||||||||
Debt converted, shares issued | 82,031 | |||||||||||
AVNG Note [Member] | Series E Preferred Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt converted, shares issued | 65,625 | |||||||||||
AVNG Note [Member] | Deepankar Katyal [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Note payable | $ 6,750,000 | $ 1,530,000 | $ 6,750,000 | |||||||||
Note exchanged | 7,512,500 | $ 7,512,500 | ||||||||||
Debt converted, debt amount | $ 5,250,000 | $ 5,250,000 | ||||||||||
AVNG Note [Member] | Deepankar Katyal [Member] | Warrant [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrant exercise price | $ 48 | $ 48 | ||||||||||
Debt converted, shares issued | 82,032 | 82,032 | ||||||||||
AVNG Note [Member] | Deepankar Katyal [Member] | Series E Preferred Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Debt converted, shares issued | 65,625 | 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% | |||||||||||
GEAL [Member] | Advangelists [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Note payable | $ 9,500,000 | |||||||||||
Advangelists [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Payment for investment | $ 600,000 | |||||||||||
GTECH [Member] | Stock Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock exchanged, shares transferred | 110,000 | |||||||||||
Advangelists [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 500,000 | |||||||||||
Business combination consideration transferred | $ 10,000,000 | |||||||||||
Advangelists [Member] | Merger Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Warrant exercise price | $ 56 | |||||||||||
Warrants issued, shares | 269,385 | |||||||||||
Advangelists [Member] | GEAL [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 500,000 | |||||||||||
Advangelists [Member] | Gopher Protocol, Inc. [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 | 9 Months Ended | 11 Months Ended | ||||||
Feb. 19, 2021 | Feb. 20, 2020 | Sep. 30, 2021 | Apr. 29, 2021 | Jun. 12, 2020 | May 31, 2019 | Jul. 28, 2021 | Aug. 11, 2020 | Sep. 30, 2021 | Nov. 25, 2020 | Sep. 07, 2021 | Dec. 31, 2020 | Sep. 15, 2019 | |
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 5,111,523 | $ 5,111,523 | $ 3,351,283 | ||||||||||
Current portion of debt | 2,411,523 | 2,411,523 | 901,283 | ||||||||||
Long-term portion of debt | 2,700,000 | 2,700,000 | 2,450,000 | ||||||||||
Debt forgiveness | 265,842 | ||||||||||||
Debt converted, amount converted | 1,138,904 | ||||||||||||
Business Capital Providers 1 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 250,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,556 | ||||||||||||
Business Capital Providers 2 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 250,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,556 | ||||||||||||
Business Capital Providers 3 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 250,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,556 | ||||||||||||
Business Capital Providers 7 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 310,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,700 | ||||||||||||
Business Capital Providers 8 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 250,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,556 | ||||||||||||
Business Capital Providers 9 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 300,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,700 | ||||||||||||
Business Capital Providers 10 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loan payable | $ 300,000 | ||||||||||||
Debt payment frequency | daily | ||||||||||||
Debt periodic payment | $ 2,531 | ||||||||||||
Convertible Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt face amount | $ 1,943,000 | ||||||||||||
Original issue discounts | $ 74,500 | ||||||||||||
Debt converted, amount converted | 1,149,500 | ||||||||||||
Unsecured Promissory Note [Member] | Steven Morse Esq [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceed from debt | 100,000 | ||||||||||||
Mob-Fox US LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 30,000 | ||||||||||||
Dr. Salkind, et al [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 2,700,000 | 2,700,000 | 2,550,000 | ||||||||||
Small Business Administration [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 150,000 | 150,000 | 415,842 | ||||||||||
Subscription Agreements [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 768,000 | 768,000 | |||||||||||
Blue Lake Partners [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | 1,125,000 | 1,125,000 | |||||||||||
Business Capital Providers [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total debt | $ 368,523 | $ 368,523 | $ 355,441 | ||||||||||
AVNG Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,250,000 | ||||||||||||
Long-term Debt | $ 1,530,000 | ||||||||||||
AVNG Note [Member] | Series E Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 65,625 | ||||||||||||
AVNG Note [Member] | Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 82,031 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48 |
NOTES PAYABLE AND DERIVATIVE _4
NOTES PAYABLE AND DERIVATIVE LIABILITIES (Details Narrative) - AVNG Note [Member] - USD ($) | Sep. 15, 2019 | May 31, 2019 | May 16, 2019 |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 1,530,000 | ||
Deepankar Katyal [Member] | |||
Debt Instrument [Line Items] | |||
Note exchanged | $ 7,512,500 | $ 7,512,500 | |
Long-term Debt | $ 1,530,000 | $ 6,750,000 | $ 6,750,000 |
DEBT AND RECEIVABLES PURCHASE_2
DEBT AND RECEIVABLES PURCHASE FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jul. 28, 2021 | Jun. 30, 2020 | May 31, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 29, 2021 | Dec. 31, 2020 | |
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 5,111,523 | $ 5,111,523 | $ 3,351,283 | ||||||
Proceeds from convertible debt | 2,643,000 | $ 915,842 | |||||||
Conversion of Stock, Amount Converted | $ 30,694 | ||||||||
Interest rate | 10.00% | ||||||||
Net of principal of debt | $ 1,012,500 | 1,012,500 | |||||||
Securities Purchase Agreements [Member] | Two Accredited Investors [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Conversion of Stock, Shares Issued | 56,250 | ||||||||
Principal amount | $ 1,125,000 | 1,125,000 | |||||||
Nine Lender Investors [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 668,000 | $ 668,000 | |||||||
Debt instrument maturity date | Oct. 31, 2021 | ||||||||
Conversion price | $ 6 | $ 6 | |||||||
Common stock per share | $ 6 | ||||||||
Three Lender Investors [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 200,000 | $ 200,000 | |||||||
Debt instrument amount | $ 100,000 | $ 100,000 | |||||||
Conversion price | $ 6 | $ 6 | |||||||
Common stock per share | $ 6 | ||||||||
Conversion of Stock, Shares Issued | 40,000 | ||||||||
Eleven Lender Investors [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 819,500 | $ 819,500 | |||||||
Debt instrument maturity date | Jun. 30, 2022 | ||||||||
Conversion price | $ 4 | $ 4 | |||||||
Conversion of Stock, Shares Issued | 156,761 | ||||||||
Proceeds from convertible debt | $ 745,000 | ||||||||
Conversion of Stock, Amount Converted | 819,500 | ||||||||
Four Lender Investors [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 130,000 | $ 130,000 | |||||||
Debt instrument maturity date | Jun. 30, 2022 | ||||||||
Conversion price | $ 4 | $ 4 | |||||||
Conversion of Stock, Shares Issued | 5,904 | ||||||||
Conversion of Stock, Amount Converted | $ 30,000 | ||||||||
Dr Gene Salkind [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt | $ 2,700,000 | $ 2,700,000 | |||||||
Debt instrument maturity date | Apr. 29, 2021 | Jul. 28, 2021 | |||||||
Business Capital | $ 405,000 | $ 405,000 | $ 405,000 | ||||||
Future receivables for purchase price | 300,000 | $ 300,000 | |||||||
Daily payments | $ 2,531 | $ 2,700 | |||||||
Merchant Agreement [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt instrument amount | $ 1,060,000 | ||||||||
S B A Loan [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Bank Loan | $ 265,842 | ||||||||
Debt instrument term | five-year term | ||||||||
Interest rate | 1.00% | ||||||||
E I D L Loan [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Bank Loan | $ 150,000 | ||||||||
Debt instrument term | 30-year term | ||||||||
Interest rate | 3.75% |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Apr. 14, 2021 | Apr. 08, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | May 10, 2021 | Apr. 30, 2021 | Apr. 21, 2021 | Apr. 16, 2021 | Jun. 09, 2021 | May 24, 2021 | May 19, 2021 | May 18, 2021 | May 17, 2021 | Jul. 15, 2021 | Jul. 14, 2021 | Jul. 08, 2021 | Jun. 18, 2021 | Aug. 11, 2021 | Sep. 07, 2021 | Aug. 25, 2021 | Aug. 16, 2021 | Sep. 30, 2021 | Sep. 16, 2021 | Sep. 15, 2021 | Sep. 30, 2020 | Sep. 10, 2021 | Sep. 02, 2021 | Aug. 12, 2021 | Jul. 29, 2021 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 53,500 | $ 37,975 | $ 81,825 | $ 94,999 | $ 384,002 | |||||||||||||||||||||||||||
Debt converted, amount converted | $ 1,138,904 | |||||||||||||||||||||||||||||||
Share price | $ 7.25 | $ 7.25 | ||||||||||||||||||||||||||||||
Short term loan | $ 100,000 | $ 300,000 | ||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Debt converted, amount converted | $ 30,695 | |||||||||||||||||||||||||||||||
Debt converted, shares issued | 1,919 | |||||||||||||||||||||||||||||||
Proceeds from Other Equity | $ 5,000 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Stock issued for exchanges of loan | $ 100,000 | |||||||||||||||||||||||||||||||
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 | 1,250 | ||||||||||||||||||||||||||||||
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 | $ 43,000 | $ 200,000 | |||||||||||||||||||||||||||||
Origination fee | $ 7,500 | 12,000 | ||||||||||||||||||||||||||||||
Proceed from issuance of debt | $ 132,000 | |||||||||||||||||||||||||||||||
Two Investors 1 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | $ 80,000 | |||||||||||||||||||||||||||||||
Origination fee | 5,000 | |||||||||||||||||||||||||||||||
Proceed from issuance of debt | $ 85,000 | |||||||||||||||||||||||||||||||
Two Investors 2 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | 75,000 | |||||||||||||||||||||||||||||||
Proceed from issuance of debt | $ 82,500 | |||||||||||||||||||||||||||||||
Two Investors 3 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | $ 150,000 | |||||||||||||||||||||||||||||||
Origination fee | 5,000 | |||||||||||||||||||||||||||||||
Proceed from issuance of debt | $ 155,000 | |||||||||||||||||||||||||||||||
One Investor 10 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | $ 25,000 | |||||||||||||||||||||||||||||||
Two Investor [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted common stock issued for loan origination fee | 10,000 | 2,150 | ||||||||||||||||||||||||||||||
One Investor 11 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 50,000 | |||||||||||||||||||||||||||||||
One Investor 12 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | $ 25,000 | |||||||||||||||||||||||||||||||
One Investor 13 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 55,000 | |||||||||||||||||||||||||||||||
Short term loan | $ 50,000 | |||||||||||||||||||||||||||||||
Number of restricted common stock issued for loan origination fee | 5,000 | |||||||||||||||||||||||||||||||
One Investor 14 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Short term loan | $ 25,000 | |||||||||||||||||||||||||||||||
One Investor 15 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 55,000 | |||||||||||||||||||||||||||||||
Short term loan | $ 50,000 | |||||||||||||||||||||||||||||||
Number of restricted common stock issued for loan origination fee | 5,000 | |||||||||||||||||||||||||||||||
One Investor 16 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Proceeds from Short-term Debt | $ 55,000 | |||||||||||||||||||||||||||||||
Short term loan | $ 50,000 | |||||||||||||||||||||||||||||||
Number of restricted common stock issued for loan origination fee | 5,000 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued for services, shares | 22,500 | 25,625 | ||||||||||||||||||||||||||||||
Stock issued for services, value | $ 173,300 | $ 470,000 | ||||||||||||||||||||||||||||||
Common Stock [Member] | Preferred Stock 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 | 77,220 | |||||||||||||||||||||||||||||||
Warrant [Member] | Preferred Stock Series E [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock converted, warrants issued | 4,921 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 48 | $ 48 | ||||||||||||||||||||||||||||||
Warrant expiration date | Sep. 30, 2023 | Sep. 30, 2023 |
OPTIONS AND WARRANTS (Details)
OPTIONS AND WARRANTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | $ 717,168 | $ 54,589 | $ 1,289,899 | $ 1,930,353 |
Employees [Member] | Equity Option [Member] | ||||
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | 298,105 | 54,589 | 831,267 | 1,331,459 |
Employees [Member] | Stock Grants [Member] | ||||
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non-Employees [Member] | Equity Option [Member] | ||||
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non-Employees [Member] | Stock Grants [Member] | ||||
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | 0 | 0 | 0 | 0 |
Non-Employees [Member] | Warrant [Member] | ||||
Repurchase Agreement Counterparty [Line Items] | ||||
Total stock-based compensation expense | $ 419,063 | $ 0 | $ 458,632 | $ 598,894 |
STOCK OPTION PLANS (Details - A
STOCK OPTION PLANS (Details - Assumptions) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 0.00% | 746.54% | 89.11% | 592.89% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.00% | 0.27% | 1.16% | 0.74% |
Expected term (in years) | 5 years | 10 years | 5 years | |
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 157.44% | 0.00% | 157.44% | 449.47% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.82% | 0.00% | 0.82% | 0.91% |
Expected term (in 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] | 9 Months Ended |
Sep. 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 |
Weighted average contractural term - beginning | 4 years 7 months 24 days |
Aggregate intrinsic value - beginning | $ | $ 0 |
Shares granted | shares | 25,000 |
Weighted average exercise price - shares granted | $ / shares | $ 60 |
Weighted average contractural term -granted | 9 years 3 days |
Aggregate intrinsic value - granted | $ | $ 0 |
Shares exercised | shares | 0 |
Weighted average exercise price - shares Exercised | $ / shares | $ 0 |
Aggregate intrinsic value - Exercised | $ | $ 0 |
Shares cancelled and expired | shares | (1,313) |
Weighted average exercise price - shares Cancelled | $ / shares | $ 0 |
Aggregate intrinsic value - Cancelled & Expired | $ | $ 0 |
Shares outstanding - ending | shares | 326,533 |
Weighted average exercise price - ending | $ / shares | $ 46.77 |
Weighted average contractural term - ending | 4 years 9 months 14 days |
Aggregate intrinsic value - ending | $ | $ 0 |
Shares exercisable | shares | 305,556 |
Weighted average exercise price - exercisable | $ / shares | $ 46.10 |
Weighted average contractural term - exercisable | 4 years 8 months 19 days |
Aggregate intrinsic value - exercisable | $ | $ 0 |
STOCK OPTION PLANS (Details-War
STOCK OPTION PLANS (Details-Warrants Outstanding) - Warrant [Member] | 9 Months Ended |
Sep. 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 |
Weighted average contractural term - beginning | 6 years 3 months 21 days |
Aggregate intrinsic value - beginning | $ | $ 0 |
Warrants granted | shares | 437,500 |
Weighted average exercise price - shares granted | $ 42.51 |
Weighted average contractural term - exercisable | 2 years 5 months 1 day |
Aggregate intrinsic value - granted | $ 7,813 |
Warrants exercised | shares | 0 |
Weighted average exercise price - shares Exercised | $ 0 |
Aggregate intrinsic value - Exercised | $ | $ 0 |
Warrants cancelled and expired | shares | 0 |
Weighted average exercise price - shares Cancelled | $ 0 |
Aggregate intrinsic value - Expired | $ | $ 0 |
Warrants outstanding - ending | shares | 904,136 |
Weighted average exercise price - ending | $ 47.68 |
Weighted average contractural term - ending | 4 years 14 days |
Aggregate intrinsic value - ending | $ | $ 0 |
Warrants exercisable | shares | 904,136 |
Weighted average exercise price - exercisable | $ 47.68 |
Weighted average contractural term - exercisable | 4 years 14 days |
Aggregate intrinsic value - exercisable | $ | $ 7,813 |
STOCK OPTION PLANS (Details Nar
STOCK OPTION PLANS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock closing price | $ 7.25 | |
Unamortized compensation cost related to stock option awards | $ 1,209,692 | |
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 |
EXECUTIVE COMPENSATION (Details
EXECUTIVE COMPENSATION (Details Narrative) - USD ($) | Sep. 13, 2020 | Sep. 13, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 1,130,040 | $ 496,564 | $ 1,731,912 | $ 2,005,216 | ||||
Dean Julia [Member] | ||||||||
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 360,000 | |||||||
Vested term | 10 years | |||||||
Options to purchase of shares | 62,500 | |||||||
Exercisable price | $ 60 | $ 60 | ||||||
Paul Bauersfeld [Member] | ||||||||
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 25,000 | |||||||
Vested term | 10 years | |||||||
Options to purchase of shares | 25,000 | |||||||
Exercisable price | 60 | $ 60 | ||||||
Sean Trepeta [Member] | ||||||||
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 20,000 | |||||||
Vested term | 10 years | |||||||
Options to purchase of shares | 25,000 | |||||||
Exercisable price | $ 60 | $ 60 | ||||||
Deepankar Katyal [Member] | ||||||||
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 400,000 | $ 1,200,000 | $ 1,200,000 | |||||
Options to purchase of shares | 37,500 | |||||||
Exercisable price | $ 36 | |||||||
Vested shares | 12,500 | 25,000 | ||||||
Annual dividends | 600,000 | |||||||
Sean Mc Donnell [Member] | ||||||||
Repurchase Agreement Counterparty [Line Items] | ||||||||
Base salary | $ 11,000 |
AGREEMENTS WITH KATYAL (Details
AGREEMENTS WITH KATYAL (Details Narrative) - Stock Purchase Agreement [Member] | 8 Months Ended |
Sep. 13, 2019shares | |
MOBQ [Member] | |
Entity Listings [Line Items] | |
Stock exchanged, shares received | 15,000,000 |
GTECH [Member] | |
Entity Listings [Line Items] | |
Stock exchanged, shares transferred | 110,000 |
LITIGATION (Details Narrative)
LITIGATION (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Oct. 31, 2020 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
License fees | $ 584,945 | |
Website Cost | $ 42,464 | |
Rent payment | $ 44,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 9 Months Ended |
Feb. 28, 2020 | May 31, 2019 | Sep. 30, 2021 | |
Series E Preferred Stock [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Common stock issued for note conversion, shares | 3,937 | ||
Conversion of Stock, Shares Issued | 9,348 | ||
AVNG Note [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Conversion of Stock, Amount Converted | $ 5,250,000 | ||
AVNG Note [Member] | Series E Preferred Stock [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Debt converted, shares issued | 65,625 | ||
AVNG Note [Member] | Warrant [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Debt converted, shares issued | 82,031 | ||
Warrant exercise price | $ 48 | ||
AVNG Note [Member] | Deepankar Katyal [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Conversion of Stock, Amount Converted | $ 5,250,000 | $ 5,250,000 | |
AVNG Note [Member] | Deepankar Katyal [Member] | Series E Preferred Stock [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Debt converted, shares issued | 65,625 | 65,625 | |
AVNG Note [Member] | Deepankar Katyal [Member] | Warrant [Member] | |||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||
Debt converted, shares issued | 82,032 | 82,032 | |
Warrant exercise price | $ 48 | $ 48 |