Mobiquity (MOBQ) S-1 18 Jan 23 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Mobiquity Technologies, Inc.
Entity Central Index Key	0001084267
Entity Tax Identification Number	11-3427886
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	35 Torrington Lane
Entity Address, City or Town	Shoreham
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11786
City Area Code	(516)
Local Phone Number	246-9422
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Document Creation Date	Jan. 18, 2023

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Assets
Cash	$ 855,246	$ 5,385,245
Accounts receivable, net	980,473	388,112
Prepaid and other current assets	21,825	11,700
Total Current Assets	1,857,544	5,785,057
Property and equipment (net of accumulated depreciation of $16,775 and $20,200, respectively)	17,620	20,335
Goodwill	1,352,865	1,352,865
Intangible assets (net of accumulated amortization of $2,207,208 and $1,756,657, respectively)	796,468	1,247,019
Total Assets	4,024,497	8,405,276
Current Liabilities
Accounts payable and accrued expenses	1,675,394	2,367,600
Notes payable	0	656,504
Total Current Liabilities	1,675,394	3,024,104
Long Term Liabilities
Notes payable	150,000	2,462,500
Total Long-Term Liabilities	150,000	2,462,500
Total Liabilities	1,825,394	5,486,604
Stockholders' Equity
Common stock, $0.0001 par value, 100,000,000 shares authorized 9,271,639 and 6,498,251 shares issued, respectively and 9,234,139 and 6,460,751 shares outstanding, respectively	927	650
Treasury stock $0.0001 par value 37,500 shares at cost	(1,350,000)	(1,350,000)
Additional paid in capital	206,355,362	201,284,007
Accumulated deficit	(208,236,095)	(202,444,894)
Total Stockholders' Equity	2,199,103	2,918,672
Total Liabilities and Stockholders' Equity	4,024,497	8,405,276
AAA Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	493,869	493,869
Preferred stock Series C [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	0	0
Preferred Stock Series E [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	$ 4,935,040	$ 4,935,040

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property and equipment, accumulated depreciation	$ 16,775	$ 20,200
Finite-Lived Intangible Assets, Accumulated Amortization	$ 2,207,208	$ 1,756,657
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	9,271,639	9,234,139
Common stock outstanding	6,498,251	6,460,751
Treasury Stock par value	$ 0.0001	$ 0.0001
Treasury Stock shares outstanding	37,500	37,500
AAA Preferred Stock [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	4,930,000	4,930,000
Preferred Stock shares issued	31,413	31,413
Preferred stock shares outstanding	31,413	31,413
Preferred stock Series C [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	1,500	1,500
Preferred Stock shares issued	0	0
Preferred stock shares outstanding	0	0
Preferred Stock Series E [Member]
Preferred Stock par value	$ 80	$ 80
Preferred Stock shares authorized	70,000	70,000
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, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenues	$ 904,223	$ 572,745	$ 3,367,346	$ 1,797,052
Cost of revenues	936,824	690,702	1,916,720	2,439,501
Gross profit (loss)	(32,601)	(117,957)	1,450,626	(642,449)
General and administrative expenses	2,239,988	2,548,087	6,524,042	5,804,791
Loss from operations	(2,272,589)	(2,666,044)	(5,073,416)	(6,447,240)
Other income (expenses)
Interest expense	(4,664)	(809,316)	(148,631)	(1,522,643)
Loss on extinguishment of debt - related party	0	0	(855,296)	0
Inducement expense	0	0	(101,000)	0
Interest income	746	18	1,320	18
Loss on disposal of fixed assets	(3,673)	0	(3,673)	0
Gain on settlement of liability	0	0	389,495	0
Gain on forgiveness of debt	0	0	0	265,842
Total other income (expense) - net	(7,591)	(809,298)	(717,785)	(1,256,783)
Net loss	$ (2,280,180)	$ (3,475,342)	$ (5,791,201)	$ (7,704,023)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.26)	$ (1.09)	$ (0.74)	$ (2.54)
Earnings Per Share, Diluted	$ (0.26)	$ (1.09)	$ (0.74)	$ (2.54)
Weighted Average Number of Shares Outstanding, Basic	8,781,103	3,201,073	7,774,242	3,027,406
Weighted Average Number of Shares Outstanding, Diluted	8,781,103	3,201,073	7,774,242	3,027,406

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($)	Series A A A Preferred Stock [Member]	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
Balance, at June 30, 2021 (restated) at Dec. 31, 2020	$ 0	$ 868,869	$ 4,935,040	$ 15,000	$ 282	$ 182,529,005	$ (1,350,000)	$ (184,111,511)	$ 2,886,685
Shares, Outstanding, Beginning Balance at Dec. 31, 2020		56,413	61,688	1,500	2,803,685		37,500
Common stock issued for cash					$ 10	548,980			548,990
Common stock issued for cash, shares					91,502
Common stock issued for services						81,825			81,825
Common stock issued for services, shares					10,000
Stock based compensation						142,221			142,221
Net Loss								(2,355,158)	(2,355,158)
Balance, at September 30, 2021 (restated) at Mar. 31, 2021		$ 868,869	$ 4,935,040	15,000	$ 292	183,302,031	$ (1,350,000)	(186,466,669)	1,304,563
Shares, Outstanding, Ending Balance at Mar. 31, 2021		56,413	61,688		2,905,187		37,500
Balance, at June 30, 2021 (restated) at Dec. 31, 2020	$ 0	$ 868,869	$ 4,935,040	$ 15,000	$ 282	182,529,005	$ (1,350,000)	(184,111,511)	2,886,685
Shares, Outstanding, Beginning Balance at Dec. 31, 2020		56,413	61,688	1,500	2,803,685		37,500
Balance, at September 30, 2021 (restated) at Sep. 30, 2021		$ 868,869	$ 4,935,040		$ 372	186,409,518	$ (1,350,000)	(191,815,534)	(951,735)
Shares, Outstanding, Ending Balance at Sep. 30, 2021		56,413	61,688		3,670,086		37,500
Balance, at June 30, 2021 (restated) at Mar. 31, 2021		$ 868,869	$ 4,935,040	$ 15,000	$ 292	183,302,031	$ (1,350,000)	(186,466,669)	1,304,563
Shares, Outstanding, Beginning Balance at Mar. 31, 2021		56,413	61,688		2,905,187		37,500
Common stock issued for cash					$ 6	349,994			350,000
Common stock issued for cash, shares					58,334
Common stock issued for services						37,975			37,975
Common stock issued for services, shares					5,000
Stock based compensation						55,392			55,392
Notes converted to common stock					$ 9	451,993			452,002
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								(1,873,523)	(1,873,523)
Balance, at September 30, 2021 (restated) at Jun. 30, 2021		$ 868,869	$ 4,935,040	15,000	$ 312	184,465,530	$ (1,350,000)	(188,340,192)	594,559
Shares, Outstanding, Ending Balance at Jun. 30, 2021		56,413	61,688		3,100,782		37,500
Common stock issued for cash
Note conversions					$ 13	702,486			702,499
Note conversions , shares					130,904
Common stock issued for services						53,500			53,500
Common stock issued for services, shares					7,500
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								(3,475,342)	(3,475,342)
Balance, at September 30, 2021 (restated) at Sep. 30, 2021		$ 868,869	$ 4,935,040		$ 372	186,409,518	$ (1,350,000)	(191,815,534)	(951,735)
Shares, Outstanding, Ending Balance at Sep. 30, 2021		56,413	61,688		3,670,086		37,500
Balance, at June 30, 2021 (restated) at Dec. 31, 2021	$ 493,869		$ 4,935,040		$ 650	201,284,007	$ (1,350,000)	(202,444,894)	2,918,672
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	31,413		61,688		6,460,751		37,500
Common stock issued for services					$ 5	84,495			84,500
Common stock issued for services, shares					50,000
Stock based compensation						32,254			32,254
Note conversion					$ 145	2,680,020			2,680,165
Note conversion , shares					1,443,333
Net Loss								(2,440,044)	(2,440,044)
Balance, at September 30, 2021 (restated) at Mar. 31, 2022	$ 493,869		$ 4,935,040		$ 800	204,082,938	$ (1,350,000)	(204,884,938)	3,277,709
Shares, Outstanding, Ending Balance at Mar. 31, 2022	31,413		61,688		7,954,084		37,500
Balance, at June 30, 2021 (restated) at Dec. 31, 2021	$ 493,869		$ 4,935,040		$ 650	201,284,007	$ (1,350,000)	(202,444,894)	2,918,672
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	31,413		61,688		6,460,751		37,500
Balance, at September 30, 2021 (restated) at Jun. 30, 2022	$ 493,869		$ 4,935,040		$ 841	205,080,366	$ (1,350,000)	(205,955,915)	3,204,201
Shares, Outstanding, Ending Balance at Jun. 30, 2022	31,413		61,688		8,362,084		37,500
Balance, at June 30, 2021 (restated) at Dec. 31, 2021	$ 493,869		$ 4,935,040		$ 650	201,284,007	$ (1,350,000)	(202,444,894)	2,918,672
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	31,413		61,688		6,460,751		37,500
Balance, at September 30, 2021 (restated) at Sep. 30, 2022	$ 493,869		$ 4,935,040		$ 927	206,355,362	$ (1,350,000)	(208,236,095)	2,199,103
Shares, Outstanding, Ending Balance at Sep. 30, 2022	31,413		61,688		9,271,639		37,500
Balance, at June 30, 2021 (restated) at Mar. 31, 2022	$ 493,869		$ 4,935,040		$ 800	204,082,938	$ (1,350,000)	(204,884,938)	3,277,709
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	31,413		61,688		7,954,084		37,500
Stock based compensation						1,479			1,479
Note and warrant conversion					$ 41	988,590			988,631
Note and warrant conversion , shares					408,000
Net Loss								(1,070,977)	(1,070,977)
Balance, at September 30, 2021 (restated) at Jun. 30, 2022	$ 493,869		$ 4,935,040		$ 841	205,080,366	$ (1,350,000)	(205,955,915)	3,204,201
Shares, Outstanding, Ending Balance at Jun. 30, 2022	31,413		61,688		8,362,084		37,500
Common stock issued for cash					$ 83	1,137,417			1,137,500
Common stock issued for cash, shares					882,448
Stock based compensation						25,954			25,954
Note and warrant conversion					$ 3	108,422			108,425
Note and warrant conversion , shares					27,107
Net Loss								(2,280,180)	(2,280,180)
Balance, at September 30, 2021 (restated) at Sep. 30, 2022	$ 493,869		$ 4,935,040		$ 927	$ 206,355,362	$ (1,350,000)	$ (208,236,095)	$ 2,199,103
Shares, Outstanding, Ending Balance at Sep. 30, 2022	31,413		61,688		9,271,639		37,500

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities:
Net loss	$ (5,791,201)	$ (7,704,023)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,045	5,555
Amortization of intangibles	450,551	1,350,551
Stock issued for services	84,500	173,300
Loss on fixed asset disposal	3,673	0
Loss on debt extinguishment - related party	855,296	0
Gain on settlement of liability	(389,495)	0
Stock based compensation	59,687	914,781
Warrants issued for services	12,724	0
Stock issued with short-term convertible notes	0	1,753,032
Gain on forgiveness of debt	0	(265,842)
Inducement expense	101,000	0
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	(592,362)	1,013,223
(Increase) decrease in prepaid expenses and other assets	(10,125)	43,787
Increase (decrease) in accounts payable and accrued expenses	(294,284)	(201,613)
Net cash used in operating activities	(5,502,991)	(2,917,249)
Investing Activities
Purchase of property and equipment	(8,004)	0
Net cash used in investing activities	(8,004)	0
Financing Activities
Proceeds from the issuance of notes payable	0	2,868,500
Common stock issued for cash, net	1,137,500	898,990
Repayment on notes payable	(156,504)	(716,918)
Net cash provided by financing activities	980,996	3,050,572
Net change in cash	(4,529,999)	133,323
Cash - beginning of period	5,385,245	602,182
Cash - end of period	855,246	735,505
Supplemental disclosure of cash flow Information
Cash paid for interest	145,052	303,643
Cash paid for taxes	2,420	2,005
Supplemental disclosure of non-cash investing and financing activities:
Conversion of debt to common stock and warrants	$ 2,812,500	$ 856,155

ORGANIZATION AND NATURE OF OPER

ORGANIZATION AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF OPERATIONS	NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our” or “the Company”), and its operating subsidiaries, is a next generation location data intelligence company. The Company provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. We provide one of the most accurate and scaled solutions for mobile data collection and analysis, utilizing multiple geo-location technologies. The Company is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to, Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. We also are a developer of advertising and marketing technology focused on the creation, automation, and maintenance of an advertising technology operating system (or ATOS). The ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising campaigns. The parent (Mobiquity Technologies, Inc.) and subsidiaries are organized as follows: Schedule Of Subsidiaries Company Name State of Incorporation Mobiquity Technologies, Inc. New York Mobiquity Networks, Inc. New York Advangelists, LLC Delaware Liquidity, Going Concern and Management’s Plans These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, for the nine months ended September 30, 2022, the Company had: · Net loss of $ 5,791,201 · Net cash used in operations was $ 5,502,991 Additionally, at September 30, 2022, the Company had: · Accumulated deficit of $ 208,236,095 · Stockholders’ equity of $ 2,199,103 · Working capital of $ 182,150 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 855,246 The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the nine months ended September 30, 2022, and our current capital structure including equity-based instruments and our obligations and debts. Without sufficient revenues from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company may explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these condensed consolidated financial statements are issued. These condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: · Execution of business plan focused on technology growth and improvement, · 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. · Continuing to explore and execute prospective partnering or distribution opportunities, · Identifying unique market opportunities that represent potential positive short-term cash flow. Coronavirus (“COVID-19”) Pandemic During the three months and nine months ended September 30, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. However, in the prior two (2) years, the Company suffered from the Pandemic and drastically curtailed its operations. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months and nine months ended September 30, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2021, filed with the SEC on December 1, 2022. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. Principles of Consolidation These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reporting segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates include the fair value of equity instruments issued for services, valuation allowance of deferred tax assets, and useful life of intangible assets. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: · Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and · Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. As of September 30, 2022 and December 31, 2021, the Company does not have any financial instruments measured on a recurring or nonrecurring basis at fair value. The Company’s financial instruments, including cash, accounts receivable, and accounts payable and accrued expenses are carried at historical cost. At September 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The fair value of the Company’s convertible notes payable and notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2022 and December 31, 2021, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At September 30, 2022 and December 31, 2021, the Company did not experience any losses on cash balances in excess of FDIC insured limits. At September 30, 2022, and December 31, 2021, the Company exceeded FDIC insured limits by $ 582,321 5,103,273 Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Two of our customers combined accounted for approximately 45 48 Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 820,990 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations. Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Goodwill The Company’s goodwill of $ 1,352,865 The Company performs its annual impairment tests of goodwill as of December 31st of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of December 31, 2021. Intangible Assets In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC. The Company amortizes its identifiable definite-lived intangible assets over a period of 5 In 2020 and 2021, the Company identified triggering events due to the reduction in its projected revenue from adverse economic conditions caused by the COVID-19 pandemic and uncertainty for recovery given the volatility of the capital markets. The Company performed impairment assessments of its ATOS Platform intangible asset in December 2020 and determined that the carrying value of the asset exceeded its fair value by an estimate of $ 4,000,000 3,600,000 Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. As of September 30, 2022, and December 31, 2021, the Company had no derivative liabilities. Debt Issue Cost Debt issuance cost paid to lenders, or third parties are amortized to interest expense in the condensed consolidated statements of operations, over the life of the underlying debt instrument, with the unamortized portion reported net with related principal outstanding on the condensed consolidated balance sheet. Revenue Recognition The Company’s revenues are generated from internet advertising, the Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services (performance obligations), the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations. Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2022, and 2021, respectively, contained a significant financing component. Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days. Contract Liabilities Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. Revenues All revenues recognized was from internet advertising for all periods ended September 30, 2022, and September 30, 2021. Advertising Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the condensed consolidated statements of operations. The Company recognized $ 0 159 Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: · Exercise price, · Expected dividends, · Expected volatility, · Risk-free interest rate; and · Expected life of option Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date and records fair value as expense over the requisite service period or at the date of issuance if there is not a service period. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2022, and December 31, 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the nine months ended September 30, 2022, and 2021, respectively. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of September 30, 2022, and 2021 were as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 September 30, 2021 Convertible notes payable and accrued interest – 801,250 Stock Options 1,162,721 301,845 Warrants 4,680,050 472,886 Total common stock equivalents 5,842,771 1,575,981 Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Credit Losses Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: Recently Adopted Accounting Pronouncement In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity We adopted this pronouncement on January 1, 2022; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Reclassification Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations and primarily consisted of classifying stock-based compensation within general and administrative expense rather than presenting separately.

RESTATEMENT

RESTATEMENT	9 Months Ended
	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT	NOTE 3: RESTATEMENT On December 1, 2022, the Company filed its Annual Report on Form 10-K/A (Amendment No. 2), effectively restating its previously issued financial statements for the annual periods ended December 31, 2021 and 2020, and the quarterly periods within such years. As a result of the restatements disclosed in Amendment No. 2 of the 2021 Form 10-K/A, the quarterly financial statements for the periods ended March 31, 2022 and June 30, 2022 are being effectively restated in this current Form 10-Q for the quarter ended September 30, 2022, as follows: Schedule of balance sheet data As of March 31, 2022 Balance Sheet Data (Unaudited) As Previously Reported Adjustment As Restated Additional paid in capital $ 207,172,747 $ (3,089,809 ) $ 204,082,938 Accumulated deficit $ (207,974,747 ) $ 3,089,809 $ (204,884,938 ) Total Stockholders' Equity $ 3,277,709 $ – $ 3,277,709 As of June 30, 2022 Balance Sheet Data (Unaudited) As Previously Reported Adjustment As Restated Additional paid in capital $ 208,670,675 $ (3,590,309 ) $ 205,080,366 Accumulated deficit $ (209,546,224 ) $ 3,590,309 $ (205,955,915 ) Total Stockholders' Equity $ 3,204,201 $ – $ 3,204,201 Schedule of operations data Three Months Ended June 30, 2022 Statement of Operations Data (Unaudited) As Previously Reported Adjustment As Restated General and administrative expenses $ 2,255,965 $ (500,500 ) $ 1,755,465 Loss from operations $ (1,008,780 ) $ 500,500 $ (508,280 ) Net loss $ (1,571,477 ) $ 500,500 $ (1,070,977 ) Net loss per share – basic and diluted $ (0.20 ) $ (0.13 ) Six Months Ended June 30, 2022 Statement of Operations Data (Unaudited) As Previously Reported Adjustment As Restated General and administrative expenses $ 4,784,554 $ (500,500 ) $ 4,284,054 Loss from operations $ (3,301,327 ) $ 500,500 $ (2,800,827 ) Net loss $ (4,011,521 ) $ 500,500 $ (3,511,021 ) Net loss per share – basic and diluted $ (0.50 ) $ (0.44 ) Schedule of cash flow data Six Months Ended June 30, 2022 Cash Flow Data (Unaudited) As Previously Reported Adjustment As Restated Net loss $ (4,011,521 ) $ 500,500 $ (3,511,021 ) Stock-based compensation $ 543,754 $ (500,500 ) $ 43,254 Net cash used in operating activities $ (3,054,760 ) $ – $ (3,054,760 ) The Company erroneously recorded a total of $ 500,500 3,089,809

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 4 – INTANGIBLE ASSETS The Company’s identifiable intangible assets, other than goodwill, consists of customer relationships and the ATOS Platform. 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’s intangible asset balances, including accumulated amortization, are as follows: Schedule of intangible assets Useful Lives September 30, 2022 December 31, 2021 Customer relationships 5 $ 3,003,676 $ 3,003,676 Less accumulated amortization (2,207,208 ) (1,756,657 ) Net carrying value $ 796,468 $ 1,247,019 The ATOS platform was determined to be fully impaired as of December 31, 2021. During the nine months ended September 30, 2022, the Company recognized $ 450,551 Future amortization, for the years ending December 31, is as follows: Schedule of future accumulated amortization 2022 (balance of 2022) $ 150,184 2023 600,735 2024 45,549 Total $ 796,468

NOTES PAYABLE AND CONVERTIBLE N

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE	NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE Summary of notes payable and convertible notes payable: Summary of notes payable and convertible notes payable September 30, December 31, Convertible Note Payable - Related Party (d) $ – $ 2,562,500 Small Business Administration (a) 150,000 150,000 Convertible Notes (c) – 250,000 Notes Payable – Accounts Receivable Factoring (b) – 156,504 Total Debt 150,000 3,119,004 Current portion of debt – 656,504 Long-term portion of debt $ 150,000 $ 2,462,500 __________________ (a) The Company received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, and a three-point seven five percent interest rate, maturity date is July of 2050. Total accrued and unpaid interest on the debt was $9,832 at September 30, 2022 and is included in accounts payable and accrued expenses on the accompanying balance sheet. (b) Business Capital Providers, Inc. purchased certain future receivables from the Company at a discount under agreements dated July of 2021. All loans have been repaid in full as of September 30, 2022. (c) Several 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 financing under convertible debt agreements during the period June 2021 through September 2021 pursuant to subscription agreements. During the nine months ended September 30, 2022, one investor agreed to convert $150,000 of debt principal at a reduced conversion rate of $2.00 per share under an induced conversion arrangement that included an explicit time limit of two dates at the reduced rate. The conversion resulted in the issuance of 75,000 shares of common stock and recognition of $101,000 in inducement expense. The remaining $100,000 in principal relates to three individual convertible notes bearing interest at 10% per annum and having a maturity date of July 1, 2022. The promissory notes contain an automatic conversion feature, effectively converting all outstanding and unpaid principal on the maturity date at a conversion rate of $4.00 per share. On July 1, 2022, the convertible notes and accrued interest of $8,425 were converted into 27,107 common shares at the $4.00 conversion rate. The outstanding principal and accrued interest were classified to additional paid-in capital upon conversion. (d) Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind executed 15% Senior Secured Convertible Promissory Notes in September 2019. The convertible promissory notes have the following terms, as amended: · The Salkind lenders may convert the notes at any time at a conversion rate of $4.00. · 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 $4.00 per share. Upon conversion of the debt principal, the Company is to issue warrants to the debt holders for the purchase of common shares of the Company. The number of shares granted under the warrants is equivalent to 50% of the total shares issued under the debt principal converted. The warrants are immediately exercisable at a price of $4.00 per share through September 2029. The notes contained 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. During the nine months ended September 30, 2022, the debt holders converted all the remaining $ 2,052,500 1,776,333 888,166 Debt Modifications and

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY Shares Issued for Cash During the nine months ended September 30, 2022, the Company issued 882,448 1,137,500 149,836 898,990 Shares Issued for Services During the nine months ended September 30, 2022, the Company issued 50,000 84,500 10,000 173,300 81,825 Shares issued upon conversion of debt: During the nine months ended September 30, 2022, Dr. Gene Salkind, his wife, and a trust converted an aggregate of $ 2,562,500 1,776,333 888,166 During the nine months ended September 30, 2022, a lender also converted $ 150,000 75,000 101,000 During the nine months ended September 30, 2022, the three remaining convertible notes automatically converted $ 100,000 8,425 27,107 4.00

STOCK OPTION PLANS AND WARRANTS

STOCK OPTION PLANS AND WARRANTS	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
STOCK OPTION PLANS AND WARRANTS	NOTE 7 – STOCK OPTION PLANS AND WARRANTS Stock Options 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 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 shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 10,000 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 and shall be known as the 2009 Employee Benefit and Consulting Services Compensation Plan (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 25,000 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 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 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 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 shares. The 2019 Plan required stockholder approval by April 2, 2020, to be able to grant incentive stock options under the 2019 Plan. On October 13, 2021, the Board approved the “2021 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 1,100,000 post-split shares. The 2005, 2009, 2016, 2018, 2019 and 2021 plans are collectively referred to as the “Plans.” In March of 2022, Anne S. Provost was elected to the board of directors and was granted 25,000 options from the Company’s 2021 stock option plan with immediate vesting, at an exercise price of $4.57, and expiration of December 2031. In April of 2022, Dean Julia was granted 12,500 options from the Company’s 2021 stock option plan with immediate vesting, at an exercise price of $1.55, and expiration of April 2031. 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 Schedule of assumptions used Nine Months Ended 2022 2021 Expected volatility 79.95 133.53 – Expected dividend yield – – Risk-free interest rate 2.14 2.50 – Expected life (in years) 5.00 7.25 – Schedule of options outstanding Option Shares Weighted Weighted Aggregate Outstanding, January 1, 2022 1,135,909 $ 16.69 8.39 $ – Granted 37,500 $ 3.56 8.97 $ – Cancelled and expired (10,688 ) $ 21.77 – $ – Outstanding, September 30, 2022 1,162,721 $ 16.22 7.69 $ – Options exercisable, September 30, 2022 1,154,483 $ 16.16 7.68 $ – The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2022, was $ 1.09 The aggregate intrinsic value of options outstanding and options exercisable at September 30, 2022 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 $ 1.16 The Company’s results for the quarters ended September 30, 2022, and September 30, 2021, include employee share-based compensation expense totaling $ 7,854 180,774 59,687 197,613 As of September 30, 2022, the unamortized compensation cost related to unvested stock option awards is $ 21,396 Warrants During the nine months ended September 30, 2022, the Company issued 11,250 888,166 899,416 Effective January 2022, the Company entered into a consulting agreement in which the consultant was paid a total of 11,250 12,724 The weighted average assumptions made in calculating the fair value of warrants granted during the three and nine months ended September 30, 2022, and 2021 are as follows: Schedule of warrant assumptions Nine Months Ended 2022 2021 Expected volatility 133.65 - 191.56 144.81 Expected dividend yield – – Risk-free interest rate 1.62 - 4.06 0.81 Expected life (in years) 3 - 5 5 Schedule of warrants outstanding Warrant Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2022 3,800,202 $ 15.19 4.68 $ – Granted 899,416 $ 4.01 8.87 $ – Expired (19,568 ) $ 22.73 – $ – Outstanding, September 30, 2022 4,680,050 $ 13.01 4.98 $ – Warrants exercisable, September 30, 2022 4,680,050 $ 13.01 4.98 $ – The weighted-average grant-date fair value of warrants granted during the nine months ended September 30, 2022 and 2021 was $ 1.13 1.30

LITIGATION

LITIGATION	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
LITIGATION	NOTE 8 – LITIGATION In a Current Report on Form 8-K filed by the Company on March 23, 2022, the Company reported the termination of the Employment Agreement of Donald (Trey) Barrett III as Chief Operations and Strategy Officer. On April 12, 2022, Mr. Barrett commenced an arbitration against the Company before the American Arbitration Association alleging among other things that the Company terminated Mr. Barrett without cause in breach of the Employment Agreement. On August 12, 2022, the Company and Mr. Barrett reached a settlement in which, among other things, the Company and Mr. Barrett mutually deemed that the termination was not for-cause, the Company agreed to pay Mr. Barrett a sum which is not material to the business or financial condition of the Company, and Mr. Barrett’s non-competition restrictive covenant was canceled. The amount was paid in full settlement of the liability as of September 30, 2022 and the expense is included in general and administrative expenses on the accompanying condensed consolidated statement of operations.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS On November 2, 2022, we sold 40,000 restricted common shares for $50,000 in cash proceeds.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022, and the results of operations and cash flows for the periods presented. The results of operations for the three months and nine months ended September 30, 2022, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2021, filed with the SEC on December 1, 2022. Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.
Principles of Consolidation	Principles of Consolidation These condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Business Segments and Concentrations	Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reporting segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.
Use of Estimates	Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates include the fair value of equity instruments issued for services, valuation allowance of deferred tax assets, and useful life of intangible assets.
Risks and Uncertainties	Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: · Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; · Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and · Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. As of September 30, 2022 and December 31, 2021, the Company does not have any financial instruments measured on a recurring or nonrecurring basis at fair value. The Company’s financial instruments, including cash, accounts receivable, and accounts payable and accrued expenses are carried at historical cost. At September 30, 2022 and December 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. The fair value of the Company’s convertible notes payable and notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value.
Cash and Cash Equivalents and Concentration of Credit Risk	Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At September 30, 2022 and December 31, 2021, respectively, the Company did not have any cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At September 30, 2022 and December 31, 2021, the Company did not experience any losses on cash balances in excess of FDIC insured limits. At September 30, 2022, and December 31, 2021, the Company exceeded FDIC insured limits by $ 582,321 5,103,273
Accounts Receivable	Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Two of our customers combined accounted for approximately 45 48 Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Allowance for doubtful accounts was $ 820,990 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.
Impairment of Long-lived Assets	Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
Goodwill	Goodwill The Company’s goodwill of $ 1,352,865 The Company performs its annual impairment tests of goodwill as of December 31st of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of December 31, 2021.
Intangible Assets	Intangible Assets In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC. The Company amortizes its identifiable definite-lived intangible assets over a period of 5 In 2020 and 2021, the Company identified triggering events due to the reduction in its projected revenue from adverse economic conditions caused by the COVID-19 pandemic and uncertainty for recovery given the volatility of the capital markets. The Company performed impairment assessments of its ATOS Platform intangible asset in December 2020 and determined that the carrying value of the asset exceeded its fair value by an estimate of $ 4,000,000 3,600,000
Derivative Liabilities	Derivative Liabilities The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” Derivatives and Hedging” Upon conversion of a note where the embedded conversion option has been bifurcated and accounted for as a derivative liability, the Company records the shares at fair value, relieves all related notes, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. As of September 30, 2022, and December 31, 2021, the Company had no derivative liabilities.
Debt Issue Cost	Debt Issue Cost Debt issuance cost paid to lenders, or third parties are amortized to interest expense in the condensed consolidated statements of operations, over the life of the underlying debt instrument, with the unamortized portion reported net with related principal outstanding on the condensed consolidated balance sheet.
Revenue Recognition	Revenue Recognition The Company’s revenues are generated from internet advertising, the Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services (performance obligations), the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations. Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of September 30, 2022, and 2021, respectively, contained a significant financing component. Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations. Recognize revenue when or as the Company satisfies a performance obligation. The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days. Contract Liabilities Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. Revenues All revenues recognized was from internet advertising for all periods ended September 30, 2022, and September 30, 2021.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the condensed consolidated statements of operations. The Company recognized $ 0 159
Stock-Based Compensation	Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. When determining fair value of stock-based compensation, the Company considers the following assumptions in the Black-Scholes model: · Exercise price, · Expected dividends, · Expected volatility, · Risk-free interest rate; and · Expected life of option
Stock Warrants	Stock Warrants In connection with certain financing, consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date and records fair value as expense over the requisite service period or at the date of issuance if there is not a service period.
Income Taxes	Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of September 30, 2022, and December 31, 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the nine months ended September 30, 2022, and 2021, respectively.
Basic and Diluted Earnings (Loss) per Share	Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive. The following potentially dilutive equity securities outstanding as of September 30, 2022, and 2021 were as follows: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 September 30, 2021 Convertible notes payable and accrued interest – 801,250 Stock Options 1,162,721 301,845 Warrants 4,680,050 472,886 Total common stock equivalents 5,842,771 1,575,981
Related Parties	Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Credit Losses Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions:
Recently Adopted Accounting Pronouncement	Recently Adopted Accounting Pronouncement In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity We adopted this pronouncement on January 1, 2022; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. Reclassification Certain prior period amounts have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations and primarily consisted of classifying stock-based compensation within general and administrative expense rather than presenting separately.

ORGANIZATION AND NATURE OF OP_2

ORGANIZATION AND NATURE OF OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule Of Subsidiaries	Schedule Of Subsidiaries Company Name State of Incorporation Mobiquity Technologies, Inc. New York Mobiquity Networks, Inc. New York Advangelists, LLC Delaware

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 September 30, 2021 Convertible notes payable and accrued interest – 801,250 Stock Options 1,162,721 301,845 Warrants 4,680,050 472,886 Total common stock equivalents 5,842,771 1,575,981

RESTATEMENT (Tables)

RESTATEMENT (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
Schedule of balance sheet data	Schedule of balance sheet data As of March 31, 2022 Balance Sheet Data (Unaudited) As Previously Reported Adjustment As Restated Additional paid in capital $ 207,172,747 $ (3,089,809 ) $ 204,082,938 Accumulated deficit $ (207,974,747 ) $ 3,089,809 $ (204,884,938 ) Total Stockholders' Equity $ 3,277,709 $ – $ 3,277,709 As of June 30, 2022 Balance Sheet Data (Unaudited) As Previously Reported Adjustment As Restated Additional paid in capital $ 208,670,675 $ (3,590,309 ) $ 205,080,366 Accumulated deficit $ (209,546,224 ) $ 3,590,309 $ (205,955,915 ) Total Stockholders' Equity $ 3,204,201 $ – $ 3,204,201
Schedule of operations data	Schedule of operations data Three Months Ended June 30, 2022 Statement of Operations Data (Unaudited) As Previously Reported Adjustment As Restated General and administrative expenses $ 2,255,965 $ (500,500 ) $ 1,755,465 Loss from operations $ (1,008,780 ) $ 500,500 $ (508,280 ) Net loss $ (1,571,477 ) $ 500,500 $ (1,070,977 ) Net loss per share – basic and diluted $ (0.20 ) $ (0.13 ) Six Months Ended June 30, 2022 Statement of Operations Data (Unaudited) As Previously Reported Adjustment As Restated General and administrative expenses $ 4,784,554 $ (500,500 ) $ 4,284,054 Loss from operations $ (3,301,327 ) $ 500,500 $ (2,800,827 ) Net loss $ (4,011,521 ) $ 500,500 $ (3,511,021 ) Net loss per share – basic and diluted $ (0.50 ) $ (0.44 )
Schedule of cash flow data	Schedule of cash flow data Six Months Ended June 30, 2022 Cash Flow Data (Unaudited) As Previously Reported Adjustment As Restated Net loss $ (4,011,521 ) $ 500,500 $ (3,511,021 ) Stock-based compensation $ 543,754 $ (500,500 ) $ 43,254 Net cash used in operating activities $ (3,054,760 ) $ – $ (3,054,760 )

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets Useful Lives September 30, 2022 December 31, 2021 Customer relationships 5 $ 3,003,676 $ 3,003,676 Less accumulated amortization (2,207,208 ) (1,756,657 ) Net carrying value $ 796,468 $ 1,247,019
Schedule of future accumulated amortization	Schedule of future accumulated amortization 2022 (balance of 2022) $ 150,184 2023 600,735 2024 45,549 Total $ 796,468

NOTES PAYABLE AND CONVERTIBLE_2

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Summary of notes payable and convertible notes payable	Summary of notes payable and convertible notes payable September 30, December 31, Convertible Note Payable - Related Party (d) $ – $ 2,562,500 Small Business Administration (a) 150,000 150,000 Convertible Notes (c) – 250,000 Notes Payable – Accounts Receivable Factoring (b) – 156,504 Total Debt 150,000 3,119,004 Current portion of debt – 656,504 Long-term portion of debt $ 150,000 $ 2,462,500 __________________ (a) The Company received an Economic Injury Disaster Loan from the SBA which carries a thirty-year term, and a three-point seven five percent interest rate, maturity date is July of 2050. Total accrued and unpaid interest on the debt was $9,832 at September 30, 2022 and is included in accounts payable and accrued expenses on the accompanying balance sheet. (b) Business Capital Providers, Inc. purchased certain future receivables from the Company at a discount under agreements dated July of 2021. All loans have been repaid in full as of September 30, 2022. (c) Several 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 financing under convertible debt agreements during the period June 2021 through September 2021 pursuant to subscription agreements. During the nine months ended September 30, 2022, one investor agreed to convert $150,000 of debt principal at a reduced conversion rate of $2.00 per share under an induced conversion arrangement that included an explicit time limit of two dates at the reduced rate. The conversion resulted in the issuance of 75,000 shares of common stock and recognition of $101,000 in inducement expense. The remaining $100,000 in principal relates to three individual convertible notes bearing interest at 10% per annum and having a maturity date of July 1, 2022. The promissory notes contain an automatic conversion feature, effectively converting all outstanding and unpaid principal on the maturity date at a conversion rate of $4.00 per share. On July 1, 2022, the convertible notes and accrued interest of $8,425 were converted into 27,107 common shares at the $4.00 conversion rate. The outstanding principal and accrued interest were classified to additional paid-in capital upon conversion. (d) Gene Salkind, who is a director of the Company, and an affiliate of Dr. Salkind executed 15% Senior Secured Convertible Promissory Notes in September 2019. The convertible promissory notes have the following terms, as amended:

STOCK OPTION PLANS AND WARRAN_2

STOCK OPTION PLANS AND WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of assumptions used	Schedule of assumptions used Nine Months Ended 2022 2021 Expected volatility 79.95 133.53 – Expected dividend yield – – Risk-free interest rate 2.14 2.50 – Expected life (in years) 5.00 7.25 –
Schedule of options outstanding	Schedule of options outstanding Option Shares Weighted Weighted Aggregate Outstanding, January 1, 2022 1,135,909 $ 16.69 8.39 $ – Granted 37,500 $ 3.56 8.97 $ – Cancelled and expired (10,688 ) $ 21.77 – $ – Outstanding, September 30, 2022 1,162,721 $ 16.22 7.69 $ – Options exercisable, September 30, 2022 1,154,483 $ 16.16 7.68 $ –
Schedule of warrant assumptions	Schedule of warrant assumptions Nine Months Ended 2022 2021 Expected volatility 133.65 - 191.56 144.81 Expected dividend yield – – Risk-free interest rate 1.62 - 4.06 0.81 Expected life (in years) 3 - 5 5
Schedule of warrants outstanding	Schedule of warrants outstanding Warrant Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2022 3,800,202 $ 15.19 4.68 $ – Granted 899,416 $ 4.01 8.87 $ – Expired (19,568 ) $ 22.73 – $ – Outstanding, September 30, 2022 4,680,050 $ 13.01 4.98 $ – Warrants exercisable, September 30, 2022 4,680,050 $ 13.01 4.98 $ –

ORGANIZATION AND NATURE OF OP_3

ORGANIZATION AND NATURE OF OPERATIONS (Details - Subsidiaries)	9 Months Ended
	Sep. 30, 2022
Mobiquity Technologies Inc [Member]
Name of subsidiary	Mobiquity Technologies, Inc.
State of incorporation	New York
Mobiquity Networks Inc [Member]
Name of subsidiary	Mobiquity Networks, Inc.
State of incorporation	New York
Advangelists L L C [Member]
Name of subsidiary	Advangelists, LLC
State of incorporation	Delaware

ORGANIZATION AND NATURE OF OP_4

ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 2,280,180	$ 3,475,342	$ 3,511,021	$ 5,791,201	$ 7,704,023
Net Cash Provided by (Used in) Operating Activities			3,054,760	5,502,991	2,917,249
Accumulated deficit	208,236,095			208,236,095			$ 202,444,894
Total Stockholders' Equity	2,199,103	(951,735)	$ 3,204,201	2,199,103	(951,735)	$ 3,277,709	2,918,672	$ 594,559	$ 1,304,563	$ 2,886,685
Working Capital	182,150			182,150
Cash - end of period	$ 855,246	$ 735,505		$ 855,246	$ 735,505		$ 5,385,245			$ 602,182

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Earnings Per Share) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,842,771	1,575,981
Convertible Notes Payable And Accrued Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	801,250
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,162,721	301,845
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	4,680,050	472,886

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Product Information [Line Items]
FDIC insured limits	$ 5,103,273	$ 582,321
Accounts Receivable, Allowance for Credit Loss	820,990	820,990
Goodwill	1,352,865	$ 1,352,865
Intangible assets useful life		5 years
Additional impairment charges	$ 3,600,000			$ 4,000,000
Advertising Expense		$ 0	$ 159
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Product Information [Line Items]
Concentration Risk, Percentage		45%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member]
Product Information [Line Items]
Concentration Risk, Percentage		48%

RESTATEMENT (Details Balance sh

RESTATEMENT (Details Balance sheet) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid in capital	$ 206,355,362			$ 201,284,007
Accumulated deficit	(208,236,095)			(202,444,894)
Total Stockholders' Equity	$ 2,199,103	$ 3,204,201	$ 3,277,709	$ 2,918,672	$ (951,735)	$ 594,559	$ 1,304,563	$ 2,886,685
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid in capital		208,670,675	207,172,747
Accumulated deficit		(209,546,224)	(207,974,747)
Total Stockholders' Equity		3,204,201	3,277,709
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid in capital		(3,590,309)	(3,089,809)
Accumulated deficit		3,590,309	3,089,809
Total Stockholders' Equity		0	0
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional paid in capital		205,080,366	204,082,938
Accumulated deficit		(205,955,915)	(204,884,938)
Total Stockholders' Equity		$ 3,204,201	$ 3,277,709

RESTATEMENT (Details Operations

RESTATEMENT (Details Operations) - USD ($)	3 Months Ended						6 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
General and administrative expenses	$ 2,239,988			$ 2,548,087				$ 6,524,042	$ 5,804,791
Loss from operations	(2,272,589)			(2,666,044)				$ (5,073,416)	$ (6,447,240)
Net loss	$ (2,280,180)	$ (1,070,977)	$ (2,440,044)	$ (3,475,342)	$ (1,873,523)	$ (2,355,158)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
General and administrative expenses		2,255,965					$ 4,784,554
Loss from operations		(1,008,780)					(3,301,327)
Net loss		$ (1,571,477)					$ (4,011,521)
Net loss per share – basic and diluted		$ (0.20)					$ (0.50)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
General and administrative expenses		$ (500,500)					$ (500,500)
Loss from operations		500,500					500,500
Net loss		500,500					500,500
As Restated [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
General and administrative expenses		1,755,465					4,284,054
Loss from operations		(508,280)					(2,800,827)
Net loss		$ (1,070,977)					$ (3,511,021)
Net loss per share – basic and diluted		$ (0.13)					$ (0.44)

RESTATEMENT (Details Cashflow)

RESTATEMENT (Details Cashflow) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss	$ (2,280,180)	$ (3,475,342)	$ (3,511,021)	$ (5,791,201)	$ (7,704,023)
Stock-based compensation			43,254
Net cash used in operating activities			(3,054,760)	$ (5,502,991)	$ (2,917,249)
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss			(4,011,521)
Stock-based compensation			543,754
Net cash used in operating activities			(3,054,760)
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net loss			500,500
Stock-based compensation			(500,500)
Net cash used in operating activities			$ 0

RESTATEMENT (Details Narrative)

RESTATEMENT (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022
Accounting Changes and Error Corrections [Abstract]
Share based compensation	$ 500,500
Adjustments value		$ 3,089,809

INTANGIBLE ASSETS (Details - In

INTANGIBLE ASSETS (Details - Intangible assets) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Accumulated amortization	$ (2,207,208)	$ (1,756,657)
Intangible assets, net	$ 796,468	1,247,019
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Intangible asset, gross	$ 3,003,676	$ 3,003,676

INTANGIBLE ASSETS (Details - Ac

INTANGIBLE ASSETS (Details - Accumulated amortization schedule) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (balance of 2022)	$ 150,184
2023	600,735
2024	45,549
Total	$ 796,468	$ 1,247,019

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative)	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 450,551

NOTES PAYABLE AND CONVERTIBLE_3

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details - Notes payable) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total Debt	$ 150,000	$ 3,119,004
Current portion of debt	0	656,504
Long-term portion of debt	150,000	2,462,500
Dr Salkind [Member]
Debt Instrument [Line Items]
Total Debt	0	2,562,500
Small Business Administration [Member]
Debt Instrument [Line Items]
Total Debt	150,000	150,000
Subscription Agreements [Member]
Debt Instrument [Line Items]
Total Debt	0	250,000
Business Capital Providers [Member]
Debt Instrument [Line Items]
Total Debt	$ 0	$ 156,504

NOTES PAYABLE AND CONVERTIBLE_4

NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share converted, value	$ 2,562,500
Number of share converted		75,000
Warrants purchase	888,166
Dr Gene Salkind [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of share converted, value	$ 2,052,500
Number of share converted	1,776,333
Warrants purchase	888,166

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Securities Financing Transaction [Line Items]
Proceeds from Issuance of Common Stock						$ 1,137,500	$ 898,990
Stock issued for services, shares	$ 84,500	$ 53,500	$ 37,975	$ 81,825
Stock issued for services						84,500	$ 173,300
Number of share converted, value						$ 2,562,500
Number of share converted								75,000
Warrants purchase						888,166
Number of share converted, value								$ 150,000
Induced Conversion of Convertible Debt Expense								$ 101,000
Excise price						$ 1.16
Shares Issued Services [Member]
Securities Financing Transaction [Line Items]
Number of share converted							1,776,333
Stock Issued For Services [Member]
Securities Financing Transaction [Line Items]
Stock issued for services, shares						50,000	10,000
Stock issued for services, shares						$ 84,500	$ 81,825
Subscription Agreements [Member]
Securities Financing Transaction [Line Items]
Number of share converted					27,107
Number of share converted, value						100,000
Accrued interest						$ 8,425
Excise price						$ 4
Stock Issued For Cash [Member]
Securities Financing Transaction [Line Items]
Stock Issued During Period, Shares, New Issues						882,448	149,836
Proceeds from Issuance of Common Stock						$ 1,137,500	$ 898,990

STOCK OPTION PLANS (Details - A

STOCK OPTION PLANS (Details - Assumptions) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility		0%
Expected dividend yield	0%	0%
Risk-free interest rate		0%
Expected term (in years)
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	79.95%
Risk-free interest rate	2.14%
Expected term (in years)	5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	133.53%
Risk-free interest rate	2.50%
Expected term (in years)	7 years 3 months

STOCK OPTION PLANS (Details - O

STOCK OPTION PLANS (Details - Options outstanding) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding - beginning | shares	1,135,909
Weighted average exercise price - beginning | $ / shares	$ 16.69
Weighted average contractural term	8 years 4 months 20 days
Aggregate intrinsic value - beginning | $	$ 0
Shares granted | shares	37,500
Weighted average exercise price - shares granted | $ / shares	$ 3.56
Weighted average contractural term -granted	8 years 11 months 19 days
Aggregate intrinsic value - granted | $	$ 0
Shares cancelled and expired | shares	(10,688)
Weighted average exercise price - shares Cancelled | $ / shares	$ 21.77
Aggregate intrinsic value - Cancelled & Expired | $	$ 0
Shares outstanding - ending | shares	1,162,721
Weighted average exercise price - ending | $ / shares	$ 16.22
Weighted average contractural term	7 years 8 months 8 days
Aggregate intrinsic value - ending | $	$ 0
Shares exercisable | shares	1,154,483
Weighted average exercise price - exercisable | $ / shares	$ 16.16
Weighted average contractural term - exercisable	7 years 8 months 4 days
Aggregate intrinsic value - exercisable | $	$ 0

STOCK OPTION PLANS (Details - W

STOCK OPTION PLANS (Details - Warrant assumptions) - Warrant [Member]	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	133.65 - 191.56	144.81
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0%	0%
Risk-free interest rate	1.62 - 4.06	0.81
Expected life (in years)	3 - 5	5

STOCK OPTION PLANS (Details -_2

STOCK OPTION PLANS (Details - Warrants outstanding) - Warrant [Member]	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding - beginning | shares	3,800,202
Weighted average exercise price - beginning	$ 15.19
Weighted average contractural term	4 years 8 months 4 days
Aggregate intrinsic value - beginning | $	$ 0
Warrants granted | shares	899,416
Weighted average exercise price - shares granted	$ 4.01
Weighted average contractural term - granted	8 years 10 months 13 days
Aggregate intrinsic value - granted	$ 0
Warrants cancelled and expired | shares	(19,568)
Weighted average exercise price - shares Cancelled	$ 22.73
Aggregate intrinsic value - Expired | $	$ 0
Warrants outstanding - ending | shares	4,680,050
Weighted average exercise price - ending	$ 13.01
Weighted average contractural term	4 years 11 months 23 days
Aggregate intrinsic value - ending | $	$ 0
Warrants exercisable | shares	4,680,050
Weighted average exercise price - exercisable	$ 13.01
Weighted average contractural term - exercisable	4 years 11 months 23 days
Aggregate intrinsic value - exercisable | $	$ 0

STOCK OPTION PLANS AND WARRAN_3

STOCK OPTION PLANS AND WARRANTS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant-date fair value				$ 1.09
Common stock closing price	$ 1.16			$ 1.16
Share-based Payment Arrangement, Expense			$ 500,500
Unamortized compensation cost	$ 21,396			$ 21,396
[custom:WarrantsIssuedForServices]				$ 12,724	$ 0
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant-date fair value				$ 1.13	$ 1.30
Consultant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:WarrantsIssuedForServicesShares]				11,250
[custom:WarrantsIssuedForServices]				$ 12,724
Options And Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based Payment Arrangement, Expense	$ 7,854	$ 180,774		$ 59,687	$ 197,613
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares				899,416
Warrant [Member] | Conversion Of Secured Convertible Notes [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares				888,166
Warrant [Member] | Consulting Company [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares				11,250