Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41117 | |
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 | |
Title of 12(g) Security | Common Stock, $.0001 par value and Common Stock Purchase Warrants | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,006,363 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash | $ 23,892 | $ 528,272 |
Accounts receivable | 222,397 | 1,192,538 |
Less: Allowance for credit losses | (44,545) | (1,157,910) |
Accounts receivable, net | 177,852 | 34,628 |
Prepaid and other current assets | 246,287 | 149,635 |
Total Current Assets | 448,031 | 712,535 |
Property and equipment, net | 6,628 | 7,298 |
Goodwill | 1,352,865 | 1,352,865 |
Intangible assets, net | 0 | 76,488 |
Capitalized software development costs, net | 2,937,867 | 2,049,908 |
Total Assets | 4,745,391 | 4,199,094 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,986,570 | 1,626,914 |
Accrued interest - related party | 14,408 | 0 |
Contract liabilities | 31,412 | 195,135 |
Debt, current portion, net | 660,292 | 168,717 |
Total Current Liabilities | 2,692,682 | 1,990,766 |
Total Liabilities | 2,692,682 | 1,990,766 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Equity | ||
Common stock; $0.0001 par value, 100,000,000 shares authorized, 7,600,014 and 3,994,926 shares issued, 7,597,497 and 3,992,426 shares outstanding | 761 | 400 |
Treasury stock, at cost, $0.0001 par value 2,517 and 2,500 shares outstanding | (1,350,006) | (1,350,000) |
Additional paid-in capital | 222,329,613 | 220,598,180 |
Stock Subscription Receivable | (100,000) | 0 |
Accumulated deficit | (218,827,746) | (217,040,339) |
Total Stockholders' Equity | 2,052,709 | 2,208,328 |
Total Liabilities and Stockholders' Equity | 4,745,391 | 4,199,094 |
AAA Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | 3 | 3 |
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | 6 | 6 |
Series H Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, value | $ 78 | $ 78 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 5,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,600,014 | 3,994,926 |
Common stock, shares outstanding | 7,597,497 | 3,992,426 |
Treasury stock, par value | $ 0.0001 | $ 0.0001 |
Treasury stock, shares outstanding | 2,517 | 2,500 |
AAA Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,250,000 | 1,250,000 |
Preferred stock, shares issued | 31,413 | 31,413 |
Preferred stock, shares outstanding | 31,413 | 31,413 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 70,000 | 70,000 |
Preferred stock, shares issued | 61,688 | 61,688 |
Preferred stock, shares outstanding | 61,688 | 61,688 |
Series H Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 770,000 | 770,000 |
Preferred stock, shares issued | 768,473 | 768,473 |
Preferred stock, shares outstanding | 768,473 | 768,473 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 266,892 | $ 131,515 | $ 530,174 | $ 263,739 |
Cost of revenues | 184,125 | 104,089 | 395,394 | 166,897 |
Gross profit | 82,767 | 27,426 | 134,780 | 96,842 |
Operating expenses | ||||
General and administrative expenses | 1,043,020 | 1,364,170 | 2,042,313 | 2,637,704 |
Depreciation and amortization | 61,756 | 173,809 | 163,574 | 326,022 |
Total operating expenses | 1,104,776 | 1,537,979 | 2,205,887 | 2,963,726 |
Loss from operations | (1,022,009) | (1,510,553) | (2,071,107) | (2,866,884) |
Other income (expense) | ||||
Interest expense | (113,785) | (382,159) | (170,872) | (743,396) |
Gain (Loss) on debt extinguishment, net | 152,643 | (396,323) | 152,643 | (396,323) |
Loss on disposal of fixed assets | 0 | (695) | 0 | (695) |
Other income | 237,949 | 0 | 237,949 | 0 |
Interest income | 55 | 791 | 4,656 | 1,555 |
Total other income (expense) - net | 276,862 | (778,386) | 224,376 | (1,138,859) |
Net loss before income taxes | (745,147) | (2,288,939) | (1,846,731) | (4,005,743) |
Income tax benefit | 0 | 180,000 | 59,324 | 180,000 |
Net loss | $ (745,147) | $ (2,108,939) | $ (1,787,407) | $ (3,825,743) |
Loss per share - basic | $ (0.14) | $ (1.31) | $ (0.29) | $ (3.12) |
Loss per share - diluted | $ (0.14) | $ (1.31) | $ (0.29) | $ (3.12) |
Weighted average number of shares outstanding - basic | 5,297,503 | 1,605,911 | 6,220,624 | 1,224,947 |
Weighted average number of shares outstanding - diluted | 5,297,503 | 1,605,911 | 6,220,624 | 1,224,947 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Series G Preferred Stock [Member] | Series H Preferred Stock [Member] | Series AAA Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 62 | $ 211,846,321 | $ 0 | $ (1,350,000) | $ (210,507,222) | $ (10,830) |
Beginning balance, shares at Dec. 31, 2022 | 61,688 | 0 | 0 | 0 | 31,413 | 620,776 | 2,500 | ||||
Common stock and pre-funded warrants issued under public offering, net of issuance costs | $ 25 | 3,207,475 | 3,207,500 | ||||||||
Common stock and pre-funded warrants issued under public offering, net of issuance costs, shares | 251,843 | ||||||||||
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants | $ 23 | (23) | |||||||||
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants, shares | 229,327 | ||||||||||
Incentive common stock and warrants issued with long-term debt | $ 4 | 708,460 | 708,464 | ||||||||
Incentive common stock and warrants issued with long-term debt, shares | 34,849 | ||||||||||
Stock based compensation | 12,304 | 12,304 | |||||||||
Net loss | (1,716,804) | (1,716,804) | |||||||||
Ending balance, value at Mar. 31, 2023 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 114 | 215,774,537 | 0 | $ (1,350,000) | (212,224,026) | 2,200,634 |
Ending balance, shares at Mar. 31, 2023 | 61,688 | 0 | 0 | 0 | 31,413 | 1,136,795 | 2,500 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 62 | 211,846,321 | 0 | $ (1,350,000) | (210,507,222) | (10,830) |
Beginning balance, shares at Dec. 31, 2022 | 61,688 | 0 | 0 | 0 | 31,413 | 620,776 | 2,500 | ||||
Net loss | (3,825,743) | ||||||||||
Ending balance, value at Jun. 30, 2023 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 209 | 218,628,271 | 0 | $ (1,350,000) | (214,332,965) | 2,945,524 |
Ending balance, shares at Jun. 30, 2023 | 61,688 | 1 | 0 | 0 | 31,413 | 2,095,763 | 2,500 | ||||
Beginning balance, value at Mar. 31, 2023 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 114 | 215,774,537 | 0 | $ (1,350,000) | (212,224,026) | 2,200,634 |
Beginning balance, shares at Mar. 31, 2023 | 61,688 | 0 | 0 | 0 | 31,413 | 1,136,795 | 2,500 | ||||
Common stock and pre-funded warrants issued under public offering, net of issuance costs | $ 38 | 2,527,960 | 2,527,998 | ||||||||
Common stock and pre-funded warrants issued under public offering, net of issuance costs, shares | 375,001 | ||||||||||
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants | $ 45 | (45) | |||||||||
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants, shares | 459,698 | ||||||||||
Common stock issued for services rendered | $ 3 | 80,408 | 80,411 | ||||||||
Common stock issued for services rendered, shares | 31,891 | ||||||||||
Common stock issued for conversion of interest | $ 9 | 235,554 | 235,563 | ||||||||
Common stock issued for conversion of interest, shares | 92,378 | ||||||||||
Stock based compensation | 9,757 | 9,757 | |||||||||
Series F preferred stock issued for cash | 100 | 100 | |||||||||
Series F preferred stock issued for cash, shares | 1 | ||||||||||
Net loss | (2,108,939) | (2,108,939) | |||||||||
Ending balance, value at Jun. 30, 2023 | $ 6 | $ 0 | $ 0 | $ 0 | $ 3 | $ 209 | 218,628,271 | 0 | $ (1,350,000) | (214,332,965) | 2,945,524 |
Ending balance, shares at Jun. 30, 2023 | 61,688 | 1 | 0 | 0 | 31,413 | 2,095,763 | 2,500 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 400 | 220,598,180 | 0 | $ (1,350,000) | (217,040,339) | 2,208,328 |
Beginning balance, shares at Dec. 31, 2023 | 61,688 | 0 | 0 | 768,473 | 31,413 | 3,994,926 | 2,500 | ||||
Common stock issued for services | $ 12 | 64,988 | 65,000 | ||||||||
Common stock issued for services, shares | 118,000 | ||||||||||
Common stock issued for cash | $ 112 | 399,888 | 400,000 | ||||||||
Common stock issued for cash, shares | 1,123,334 | ||||||||||
Stock based compensation | 234 | 234 | |||||||||
Accrued Series H Preferred Stock cash dividends | (46,108) | (46,108) | |||||||||
Repurchase of common stock held in Treasury | $ (6) | (6) | |||||||||
Repurchase of common stock held in Treasury, shares | 17 | ||||||||||
Net loss | (1,042,260) | (1,042,260) | |||||||||
Ending balance, value at Mar. 31, 2024 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 524 | 221,017,182 | 0 | $ (1,350,006) | (218,082,599) | 1,585,188 |
Ending balance, shares at Mar. 31, 2024 | 61,688 | 0 | 0 | 768,473 | 31,413 | 5,236,260 | 2,517 | ||||
Beginning balance, value at Dec. 31, 2023 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 400 | 220,598,180 | 0 | $ (1,350,000) | (217,040,339) | 2,208,328 |
Beginning balance, shares at Dec. 31, 2023 | 61,688 | 0 | 0 | 768,473 | 31,413 | 3,994,926 | 2,500 | ||||
Net loss | (1,787,407) | ||||||||||
Ending balance, value at Jun. 30, 2024 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 761 | 222,329,613 | (100,000) | $ (1,350,006) | (218,827,746) | 2,052,709 |
Ending balance, shares at Jun. 30, 2024 | 61,688 | 0 | 0 | 768,473 | 31,413 | 7,600,014 | 2,517 | ||||
Beginning balance, value at Mar. 31, 2024 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 524 | 221,017,182 | 0 | $ (1,350,006) | (218,082,599) | 1,585,188 |
Beginning balance, shares at Mar. 31, 2024 | 61,688 | 0 | 0 | 768,473 | 31,413 | 5,236,260 | 2,517 | ||||
Common stock issued for services | $ 4 | 24,031 | 24,035 | ||||||||
Common stock issued for services, shares | 39,754 | ||||||||||
Common stock issued for cash | $ 213 | 1,061,787 | 1,062,000 | ||||||||
Common stock issued for cash, shares | 2,124,000 | ||||||||||
Common stock subscribed | $ 20 | 99,980 | (100,000) | ||||||||
Common stock subscribed, shares | 200,000 | ||||||||||
Stock based compensation | 941 | 941 | |||||||||
Accrued Series H Preferred Stock cash dividends | (46,108) | (46,108) | |||||||||
Warrants issued for services | 171,800 | 171,800 | |||||||||
Net loss | (745,147) | (745,147) | |||||||||
Ending balance, value at Jun. 30, 2024 | $ 6 | $ 0 | $ 0 | $ 78 | $ 3 | $ 761 | $ 222,329,613 | $ (100,000) | $ (1,350,006) | $ (218,827,746) | $ 2,052,709 |
Ending balance, shares at Jun. 30, 2024 | 61,688 | 0 | 0 | 768,473 | 31,413 | 7,600,014 | 2,517 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (1,787,407) | $ (3,825,743) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 670 | 4,050 |
Provision for credit losses | 43,258 | 46,458 |
Loss on disposal of asset | 0 | 695 |
Amortization of intangible assets | 76,488 | 300,368 |
Amortization of capitalized software development costs | 86,416 | 21,604 |
Amortization of debt discounts | 147,294 | 738,141 |
Loss on debt extinguishment | 0 | 396,323 |
Common stock and warrants issued for services | 260,835 | 0 |
Stock-based compensation | 1,175 | 22,061 |
Income tax benefit | 59,324 | (180,000) |
Changes in operating assets and liabilities | ||
(Increase) decrease in accounts receivable | (186,482) | 192,811 |
(Increase) decrease prepaid expenses and other assets | (96,652) | 47,500 |
Increase (decrease) in accounts payable and accrued expenses | 222,524 | (678,574) |
Increase (decrease) in contract liabilities | (163,723) | (3,808) |
Net cash used in operating activities | (1,336,280) | (2,918,114) |
Cash flows from investing activities | ||
Increase in software development costs | (974,375) | (864,179) |
Cash flows from financing activities | ||
Proceeds from the issuance of debt, net of discounts and debt issuance costs | 876,923 | 1,011,500 |
Repayments on notes payable | (532,642) | (1,587,500) |
Issuance of common stock and pre-funded warrants, net of issuance costs | 1,462,000 | 5,735,499 |
Proceeds from the issuance of Series F preferred stock | 0 | 100 |
Repurchase of treasury stock | (6) | 0 |
Net cash provided by financing activities | 1,806,275 | 5,159,599 |
Net change in cash | (504,380) | 1,377,306 |
Cash - beginning of period | 528,272 | 220,854 |
Cash - end of period | 23,892 | 1,598,160 |
Supplemental disclosure of cash flow Information | ||
Cash paid for interest | 53,067 | 18,489 |
Cash paid for taxes | 0 | 294 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accrual of Series H Preferred stock dividends | 92,216 | 0 |
Common stock subscription receivable | 100,000 | 0 |
Issuance of incentive shares with debt recorded as debt discount | 0 | 122,426 |
Warrants issued with debt recorded as debt discount | 0 | 586,038 |
Common stock issued under cashless warrant exercises | 0 | 1,033 |
Common stock issued for accrued interest | 0 | 235,563 |
Common stock issued for settlement of accounts payable | $ 0 | $ 80,410 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ (745,147) | $ (1,042,260) | $ (2,108,939) | $ (1,716,804) | $ (1,787,407) | $ (3,825,743) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Mobiquity Technologies, Inc. and its operating subsidiaries (“Mobiquity,” “we,” “our” or “the Company”), are 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. Mobiquity Technologies, Inc. was incorporated in the State of New York and has the following subsidiaries: Schedule of subsidiaries Company Name State of Incorporation Mobiquity Networks, Inc. New York Advangelists, LLC Delaware Mobiquity Networks, Inc. Mobiquity Networks, Inc. is a wholly owned subsidiary of Mobiquity Technologies, Inc., commencing operations in May 2018. Mobiquity Networks started and developed as a mobile advertising technology company focused on driving foot-traffic throughout its indoor network and has evolved and grown into a next generation data intelligence company. Mobiquity Networks, Inc. operates our data intelligence platform business. Advangelists, LLC Advangelists LLC is a wholly owned subsidiary of Mobiquity Technologies, Inc., acquired through a merger transaction in December 2018, and operates our ATOS platform business. Reverse Stock Split On August 7, 2023, we effected a one-for-15 reverse stock split Liquidity, Going Concern and Management’s Plans These 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 consolidated financial statements, for the six months ended June 30, 2024, the Company had: · Net loss of $ 1,787,407 · Net cash used in operations was $ 1,336,280 Additionally, at June 30, 2024, the Company had: · Accumulated deficit of $ 218,827,746 · Stockholders’ equity of $ 2,052,709 · Working capital deficit of $ 2,244,651 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $ 23,892 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 year ended December 31, 2023, and the six months ended June 30, 2024, 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. These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued, as the Company will need additional capital to meet its financial obligations. These 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 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 development 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, distribution and acquisition opportunities, · Identifying unique market opportunities that represent potential positive short-term cash flow. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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 consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended June 30, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 8, 2024. Management acknowledges its responsibility for the preparation of the accompanying 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (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 Company assets and liabilities, including the allowance for credit losses, stock-based compensation, the deferred tax asset valuation allowance, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential of overall business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and net 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 service offerings. 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 at fair value, which as is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: · Level 1—Valuation based on quoted market prices in active markets that the Company can access for identical assets or liabilities; · Level 2—Valuation based on quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; and · Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued expenses, accrued interest – related party, and contract liabilities. At June 30, 2024 and December 31, 2023, the carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s long-term debt approximates its carrying value based on current financing rates available to the Company. The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments. Cash and Cash Equivalents and Concentrations of Risk For the purposes of presentation in the 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. On June 30, 2024, and December 31, 2023, the Company did no The Company is exposed to credit risk on its cash 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 June 30, 2024 and December 31, 2023, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Any loss incurred or a lack of access to funds could have a significant impact on the Company’s consolidated financial condition, results of operations, and cash flows. For the quarters ended June 30, 2024, and 2023, sales of our products to three customers generated approximately 54 55 74 76 Accounts Receivable and Allowance for Credit Losses Effective January 1, 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments Accounts receivable represent customer obligations under normal trade terms and 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. Four of our customers combined accounted for approximately 90 The Company had accounts receivable, net, of $ 177,852 34,628 340,935 Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides its allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible losses are charged to operations when that determination is made. The allowance for credit losses for accounts receivable and the related activity, for the six months ended June 30, 2024 is as follows: Schedule of allowance for credit losses for accounts receivable activity Balance, December 31, 2023 $ 1,157,910 Provision for credit losses 43,258 Write off of previously-reserved account balances (973,316 ) Balance, June 30, 2024 $ 44,545 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying 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. No Property and Equipment Property and equipment are 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 current results of operations. Goodwill The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists, LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. If management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made. 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 June 30, 2024, and December 31, 2023. No Intangible Assets In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 Capitalized Software Development Costs In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details. Derivative Financial Instruments 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 Terms of financial instruments are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in the results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, 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 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of June 30, 2024, and December 31, 2023, the Company had no derivative instruments. Debt Issuance Costs and Debt Discounts Debt discounts, debt issuance costs paid to lenders or third parties, and other original issue discounts on debt, are recorded as debt discount and amortized to interest expense in the consolidated statement of operations, over the term of the underlying debt instrument, using the effective interest method, with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the three months ended June 30, 2024 and 2023, the Company recognized $ 53,351 360,993 147,294 738,141 144,000 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 a 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 at December 31, 2023, and June 30, 2024, contained a significant financing component or variable consideration terms. 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. 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 the promised service to a customer. Under both managed services arrangements and self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition, primarily upon publication of customer advertising content. All revenues recognized were derived from internet advertising for the periods ended June 30, 2024, and 2023. 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. As of June 30, 2024, December 31, 2023, and January 1, 2023, there were $ 31,412 195,135 193,598 Advertising Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expenses in the consolidated statements of operations. Advertising costs incurred were insignificant for the periods ended June 30, 2024, and 2023. Stock-Based Compensation The Company accounts for our stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, 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 fair value of stock-based compensation is generally determined using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date). 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 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. Using that guidance, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2024, and December 31, 2023, the Company did not identify any uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements. The Company recognizes interest and penalties, if any, related to recognized uncertain income tax positions, in other expense. No interest and penalties related to uncertain income tax positions were recorded for the periods ended June 30, 2024 and 2023. Open tax years subject to examination by the Internal Revenue Service generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions generally remain open for up to four years from the filing date. 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. Recently Adopted Accounting Pronouncements We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (FASB) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 3: INTANGIBLE ASSETS Definite-Lived Intangible Assets The definite-lived intangible assets consist of capitalized software development costs and a customer relationship asset acquired through the Advangelists, LLC acquisition in 2018. The intangible assets are being amortized over their estimated useful lives of five years. The Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are also reviewed for impairment or obsolescence when events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Schedule of intangible assets Useful Lives June 30, 2024 December 31, 2023 Customer relationship 5 $ 3,003,676 $ 3,003,676 Less accumulated amortization (3,003,676 ) (2,927,188 ) Net carrying value $ – $ 76,488 Software development costs 5 $ 3,132,307 $ 2,157,932 Less accumulated amortization (194,440 ) (108,024 ) Net carrying value, software development costs $ 2,937,867 $ 2,049,908 During the three months ended June 30, 2024 and 2023, the Company recognized $ 19,122 150,184 76,488 300,368 During the three months ended June 30, 2024 and 2023, the Company recognized $ 43,211 21,604 86,416 21,604 As of June 30, 2024, the Company has capitalized a total of approximately $ 864,000 2,268,000 974,000 Future annual amortization of approximately $ 670,000 Schedule of future annual amortization Software Development Costs Remainder of 2024 $ 86,418 2025 172,836 2026 172,836 2027 172,836 2028 64,813 Total $ 669,739 The table above excludes capitalized costs associated with the AdHere enhancement as it is unknown what the annual amortization amounts will be at June 30, 2024. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 4 – DEBT Small Business Administration Loan In June 2020, the Company received an Economic Injury Disaster Loan of $ 150,000 731 13,594 163,885 Investor Note Payable On December 30, 2022, the Company and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the Investor), entered into a Securities Purchase Agreement (the SPA) for the Investor to purchase from the Company (i) a senior secured 20% original issue discount (OID) nine-month promissory note in an aggregate gross principal amount of $ 1,437,500 287,500 1,150,000 174,242 In conjunction with the SPA, the Company issued 34,849 138,500 1,011,500 163,000 The Investor Note will only become convertible into common stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. This Investor Note matures and was payable on or before September 30, 2023, and it provided that the Investor may demand prepayment after March 31, 2023, and before the maturity date, provided that the purchasers of securities in a future public offering by the Company, as defined in the SPA, who hold the purchased Company securities at the time the prepayment demand, unanimously consent to the prepayment. On June 30, 2023, the secured debt was paid in full through the proceeds of the Company’s June 2023 Offering. See Note 5. The aforementioned Investor Warrant was assigned a relative fair value of $ 586,040 122,426 1,134,466 360,993 Related Party - Salkind Loans On October 10, 2023, the Company received a $ 300,000 November 30, 2023 15 0.70 300,000 In February 2024, Dr. Salkind, Board Chair, loaned the Company $ 150,000 10 On June 27, 2024, the Company entered into a new Loan Agreement with Dr. Salkind and a relative of Dr. Salkind (Salkind June 2024 Loan) for no additional consideration from the lenders, effectively cancelling the Salkind February 2024 Loan. The Salkind June 2024 Loan is a $ 160,000 10,000 160,000 0.50 150,000 161 On July 5, 2024, the Company entered into a Loan Agreement with Dr. Salkind for additional proceeds of $ 50,000 50,000 Related Party - Other Loans During the quarter ended June 30, 2024, the Company entered into several loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney. Loan 1, dated April 2024, was a non-interest-bearing demand loan issued in exchange for $ 70,000 4,000 74,000 4,000 Loan 2, dated April 2024, was a non-interest-bearing demand loan issued in exchange for $ 40,000 Loan 3, dated June 2024, is a non-interest-bearing demand loan issued in exchange for the cancellation of $ 20,000 5,000 25,000 0.50 20,000 468 Loan 4, dated June 2024, is a non-interest-bearing demand loan issued in exchange for $ 37,000 15,000 52,000 37,000 1,200 78,000 Merchant Agreements In November 2023, the Company entered into an agreement for the purchase and sale of future receivables (2023 Merchant Agreement) with a financial institution in exchange for $ 200,000 272,000 72,000 33,578 16,765 10,500 In February 2024, the Company entered into an agreement for the purchase and sale of future receivables (February 2024 Merchant Agreement) with the same financial institution associated with the 2023 Merchant Agreement for the sale of future receivables in exchange for $ 150,000 7,500 205,350 62,850 20,135 7,500 45,467 In April 2024, the Company entered into an agreement for the purchase and sale of future receivables (April 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $ 250,000 127,000 342,250 12,854 12,500 For the three and six months ended June 30, 2024, the Company recognized approximately $ 21,000 65,000 80,000 2024 Promissory Notes In March 2024, the Company issued a promissory note in the principal amount of $ 126,500 16,500 14 17,710 January 15, 2025 8,150 24,650 1,126 7,957 In April 2024, the Company issued a promissory note in the principal amount of $ 96,000 16,000 15 14,400 11,040 March 31, 2025 4,149 Following is a summary of debt outstanding at December 31, 2023 and June 30, 2024: Schedule of debt outstanding June 30, December 31, Merchant Agreements $ 361,957 $ 216,089 Related Party – Salkind Loans 160,000 – Related Party – Other Loans 77,000 – 2024 Promissory Notes 205,590 – Total Debt 804,547 216,089 Less: Unamortized debt discounts (144,255 ) (47,372 ) Current portion of debt 660,292 168,717 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY On August 7, 2023, the Company effected a 1-for-15 reverse stock split The Company’s authorized capital stock consists of 105,000,000 shares, comprised of 100,000,000 0.0001 5,000,000 0.0001 Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following: · 1,500,000 none · 1,250,000 31,413 · 1,250 · 1,500 none · 2 · 70,000 61,688 · One none · 300,789 none · 770,000 768,473 Rights Under Preferred Stock The Company’s classes of preferred stock include the following provisions: Optional Conversion Rights of Preferred Stock · Series AA – one share convertible into 3.33 shares of common stock · Series AAA – one share convertible into 6.67 shares of common stock · Series C – one share convertible into 6,667 shares of common stock · Series E – one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020 · Series G – one share convertible into shares of common stock at a rate of its Stated Value ($5.00 at June 30, 2024) divided by $0.50 (Series G Conversion Ratio) · Series H – one share convertible into shares of common stock at a rate of its Stated Value ($2.00 at June 30, 2024) divided by $0.20 (Series H Conversion Ratio) Redemption Rights Series E preferred stock is redeemable at any time upon 30 days’ written notice by the Company and the shareholders, at a rate of 100% of the Stated Value, as defined. Mandatory Conversion Right Any outstanding shares of Series G Preferred Stock shall automatically convert into common stock based on the Series G Conversion Ratio in the event that the closing sales price of the Company’s common stock for ten (10) consecutive trading days closes over $5.00 per share. Any outstanding shares of Series H Preferred Stock shall automatically convert into common stock based on the Series H Conversion Ratio at the earlier of (i) December 31, 2026, or (ii) at such time as the closing sale price of the Company’s common stock exceeds $2.00 per share for ten (10) consecutive trading days. Mandatory Dividend Commencing after the later of (i) the first day of the calendar month after the month in which the Series G shares are issued or (ii) January 2, 2024, the holders of outstanding shares of Series G Preferred Stock shall receive a monthly dividend of 20% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series G Preferred Stock in cash or in common stock. Commencing January 2, 2024, the holders of outstanding shares of Series H Preferred Stock shall receive a monthly dividend of 1% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series H Preferred Stock in cash or in common stock. If the election is for cash payment, the Company has the right to deliver a one-year secured note bearing interest at the rate of 15% per annum in lieu of paying cash. For the six months ended June 30, 2024, the Company accrued stock dividends thereof totaling $ 92,216 Liquidation Preference The Series G and Series H Preferred Stock have a liquidation preference of the Stated Value per share plus accrued and unpaid dividends. Shares Issued for Services On October 6, 2023, the Company entered a one-year consulting contract with Mr. Gene Salkind, its Chairman of the Board, to provide business consulting services to the Company. Mr. Salkind received 150,000 103,500 25,875 51,750 In December 2023, the Company entered into a one-year consulting contract with an unrelated party. In accordance with the contract, the consultant received a signing bonus of $ 25,000 100,000 14,000 200,000 0.20 25,000 64,000 16,000 32,000 28,312 Common Stock Issued in Conjunction with Debt Issuance On December 30, 2022, the Company and Walleye Opportunities Master Fund Ltd, a Cayman Islands company (the Investor), entered into a Securities Purchase Agreement (the Walleye SPA) for the Investor to purchase from the Company (i) a senior secured 20% original issue discount (OID) nine-month promissory note in an aggregate gross principal amount of $ 1,437,500 287,500 1,150,000 174,242 In conjunction with the Walleye SPA, the Company issued 34,849 138,500 1,011,500 163,000 The Investor Note will only become convertible into common stock upon the occurrence of an Event of Default under and as defined in the Investor Note on terms set forth in the Investor Note. This Investor Note matures and is payable on or before September 30, 2023, and it provides that the Investor may demand prepayment after March 31, 2023, and before the maturity date, provided that the purchasers of securities in a future public offering by the Company, as defined in the Walleye SPA, who hold the purchased Company securities at the time the prepayment demand, unanimously consent to the prepayment. The Company granted a security interest in all of its assets to the Investor as collateral for its obligations under the Investor Note pursuant to a Security Agreement. In addition, the Company’s subsidiaries guaranteed the obligations of the Company under the Investor Note pursuant to a Subsidiary Guarantee and granted a first lien security interest in all their assets to the Investor as additional collateral pursuant to the Security Agreement. All securities sold in the above-described transaction contain certain piggy-back registration rights after the completion of our February 2023 Offering (see below). During the second quarter of 2023, the secured debt was paid in full through the proceeds of our June 2023 Offering. The aforementioned Investor Warrant was deemed to be an equity-classified derivative instrument with a fair value of $1,526,363 at the date of closing on the Agreement, incorporating the use of the Black-Scholes valuation model, and the Incentive Shares were deemed to have a fair value of $318,863 based on the closing market price of the Company’s common stock on the day preceding the closing of the Walleye SPA. Per accounting guidance under ASC 815, the Company recorded the fair values of the Investor Warrant and Incentive Shares based on the relative fair value allocation method, which allocates fair values as a percentage of total fair value of the debt, Investor Warrant, and Incentive Shares, in proportion to the net proceeds received under the Investor Note of $1,150,000. As a result of applying the relative fair value allocation method, the Investor Warrant was assigned a relative fair value of $ 586,040 122,426 377,149 396,322 February 2023 Offering On February 13, 2023, the Company entered into an underwriting agreement (the Underwriting Agreement) with Spartan Capital Securities, LLC (the Underwriter) relating to a public offering of 251,842 285,792 3,207,500 Each pre-funded warrant is exercisable at any time, until fully exercised, to purchase one share of common stock at an exercise price of $0.0015 per share. Each Series 2023 Warrant is exercisable for five years to purchase 0.1 share of common stock at a cash exercise price of $6.975 per warrant share. The Series 2023 Warrants contain an alternative cashless exercise provision permitting the holder to acquire 0.05 share of common stock for every 0.1 warrant share any time after the earlier of (i) 30 days following the initial exercise date of February 14, 2023, and (ii) the date on which the aggregate trading volume of the Company’s common stock, beginning on the initial exercise date of the Series 2023 Warrants, exceeds 2,419,355 shares. Additionally, the exercise price of both the pre-funded warrants and the Series 2023 Warrants are subject to customary adjustments for stock splits, stock dividends, reclassifications and the like. Pursuant to the terms of the Underwriter agreement, and as partial consideration to the Underwriter, the Company issued a warrant for the purchase of 26,882 shares of common stock, exercisable from February 14, 2023, through February 14, 2028, at an initial exercise price of $7.6725 per share. This warrant was cancelled by the underwriter on or about June 30, 2023, in connection with the completion of the June 2023 Offering described below. The Company also granted the Underwriter a 45-day option to purchase up to an additional 80,645 120,968 242,500 Between the closing of the February 2023 Offering and June 30, 2023, investors holding pre-funded warrants converted all their pre-funded warrants into 285,792 403,226 June 2023 Offering On June 30, 2023, Mobiquity Technologies, Inc. closed on a public offering selling an aggregate of 375,000 1,625,000 3,000,000 472,001 2,528,000 1,437,500 478,334 478,334 2,588,333 Other 2023 Stock Transactions In April 2023, the Board of Directors or the Compensation Committee of the Company’s Board of Directors approved the following transactions: · Grant of 6,667 · Grant of 3,333 · Grant of 2,000 5,000 · Grant of 4,791 12,000 2.505 · Issuance of a total of 31,891 80,411 Share prices used in the above transaction were based on the market price of the Company’s common stock on the consummation dates of the transactions. Salkind October 2023 Loan Conversion and Series G Preferred Stock Issuance Effective November 7, 2023, Mr. Gene Salkind and parties associated with him (the Series G Preferred Shareholders), invested $ 1,503,495 300,789 Series H Preferred Stock Issuances On December 18, 2023, the Series G Preferred Shareholders agreed to exchange all 300,789 751,730 33,000 16,500 Issuance of Common Stock for Settlement of Liabilities In January 2024, the Company issued 100,000 53,000 18,000 12,000 Issuance of Common Stock for Cash During the first six months of 2024, the Company raised a total of $ 1,462,000 3,247,334 200,000 100,000 100,000 Issuance of Common Stock Warrant for Services During June 2024, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for twelve months, commencing in June 2024. Compensation under the agreement included an upfront payment of $ 25,000 100,000 171,800 16,400 Treasury Stock In the three months ended March 31, 2024, the Company repurchased 17 no |
STOCK OPTION PLANS AND WARRANTS
STOCK OPTION PLANS AND WARRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTION PLANS AND WARRANTS | NOTE 6 – STOCK OPTION PLANS AND WARRANTS 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 334 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 667 shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 667 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 (the 2009 Plan). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 1,667 shares. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 1,667 shares (the 2016 Plan) and approved 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 5,000 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 10,000 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 2021 Plan covers 73,334 shares. The 2021 Plan required stockholder approval by October 13, 2022, to be able to grant incentive stock options under the 2021 Plan. On April 17, 2023, the Board approved an Equity Participation Plan similar to the Plans described herein, except that this Plan also provides for the grant of Restricted Unit Awards (the 2023 EP Plan). Under the 2023 EP Plan, which was approved by stockholders on May 15, 2023, a maximum of 166,667 2,000,000 In April of 2022 and April 2023, Dean Julia was granted 833 23.25 3.30 In March and April 2023, Nate Knight and Byron Booker, respectively, were each granted 1,667 3.30 On December 19, 2023, the board approved, under the 2023 Plan, granting five-year Non-Statutory Stock Options to purchase 1,800,000 0.20 In April of 2024, Dean Julia was granted 833 0.50 All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the provisions of ASC 718 Stock Compensation. Schedule of weighted average assumptions of options granted Six Months Ended June 30, 2024 2023 Expected volatility 211.28 172.63 Expected dividend yield – – Risk-free interest rate 4.33 3.85 Expected term (in years) 7.5 5 Schedule of options activity Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2024 1,876,275 $ 9.11 5.05 $ 252,000 Granted 833 $ – – $ 1,250 Cancelled or expired (718 ) $ – – $ – Outstanding, June 30, 2024 1,876,390 $ 8.57 4.56 $ 3,241,250 Options exercisable, June 30, 2024 1,876,390 $ 8.57 4.56 $ 3,241,250 The aggregate intrinsic value of options outstanding and options exercisable on June 30, 2024, 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 lower than the $2.00 closing price of the Company’s common stock on June 30, 2024. Stock-based compensation expense related to stock options was $ 1,175 22,061 As of June 30, 2024, there is no Warrants During fiscal 2022, the Company issued 59,211 60.00 1,000 During the fiscal year ended December 31, 2023, the Company issued a total of 2,849,551 174,242 850,308 285,792 1,625,000 478,333 200,000 The weighted average assumptions made in calculating the fair value of warrants granted during the six months ended June 30, 2024, and 2023, are as follows: Schedule of weighted average assumptions of warrants granted Six Months Ended June 30, 2024 2023 Expected volatility 215.54 172.63 Expected dividend yield – – Risk-free interest rate 4.62 3.85 Expected term (in years) 5.00 5.00 Schedule of warrants activity Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2024 653,357 $ 58.54 4.20 $ 28,000 Granted 100,000 $ 0.50 4.93 $ 150,000 Cancelled or expired – $ – – $ – Outstanding, June 30, 2024 753,357 $ 50.84 3.45 $ 510,000 Warrants exercisable, June 30, 2024, 753,357 $ 50.84 3.45 $ 510,000 On June 3, 2024, the Company entered into a one-year consulting agreement with a non-affiliated entity. The agreement provides for cash compensation of $ 85,000 25,000 100,000 0.50 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7 – EARNINGS (LOSS) PER SHARE Pursuant to ASC 260, Earnings Per Share, Diluted earnings (loss) per share is computed by dividing net income (loss) 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 June 30, 2024, and December 31, 2023, are as follows: Schedule of potentially dilutive equity securities outstanding June 30, 2024 December 31, 2023 Stock options 1,876,390 1,876,275 Warrants 753,357 653,358 Series AAA preferred stock 209,525 209,525 Series E preferred stock 10,281 10,281 Series H preferred stock 7,684,730 7,684,730 Total common stock equivalents 10,534,284 10,434,169 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES Litigation Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into six years ago in April 2017 which terminated Mr. Trepeta’ s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’ s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 Million in damages. Based on the Company’s initial internal review of the situation, the Company believes the claims lack merit and it intends to vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’ s action was granted but Mr. Trepeta has filed a notice of appeal. Due to uncertainties inherent in litigation, the Company cannot predict the outcome of this matter at this time. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Between July 1, 2024, and August 8, 2024, the Company raised a total of $280,000 in cash proceeds from various accredited investors in conjunction with common stock subscription agreements, resulting in the issuance of a total of 560,000 shares of common stock at a subscription price of $0.50 per share price. Related Party Loans On July 5, 2024, the Company entered into a Loan Agreement with Dr. Salkind for proceeds of $50,000. On July 23, 2024, the Company entered into a Loan Agreement with Dr. Salkind’s son for proceeds of $50,000. Both of these July 2024 loans were issued under the same non-interest, repayment, and conversion terms as the Salkind June 2024 Loan discussed in Note 5. In July 2024, the Company’s corporate attorney, and shareholder of the Company, loaned an additional $78,000 to the Company on a short-term, non-interest bearing basis, of which $28,000 has since been repaid. Conversion of Series H Preferred Stock On August 6, 2024, all of the 768,473 outstanding shares of Series H Preferred Stock automatically converted into 7,843,570 shares of common stock (including accrued stock dividends of 158,840 shares) as the closing price of our common stock exceeded $2.00 per share for ten consecutive trading days. Of the 7,843,570 common shares issued, 7,675,160 shares were issued to our Chairman, Dr. Gene Salkind. August 2024 Merchant Agreement In August 2024, the Company entered into an agreement for the purchase and sale of future receivables (August 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $200,000 in funding (the August 2024 Purchase Price), of which $60,000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the February 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 16% of future customer payments received until a total of approximately $273,800 is paid. In connection with the August 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 2,779 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $6,057, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the signed date of the Merchant Agreement. The balance of the Merchant Agreement funding is expected to be repaid in full by April 2025. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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 consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended June 30, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 8, 2024. Management acknowledges its responsibility for the preparation of the accompanying 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (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 Company assets and liabilities, including the allowance for credit losses, stock-based compensation, the deferred tax asset valuation allowance, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks and the potential of overall business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and net 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 service offerings. 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 at fair value, which as is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: · Level 1—Valuation based on quoted market prices in active markets that the Company can access for identical assets or liabilities; · Level 2—Valuation based on quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; and · Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include accounts receivable, accounts payable and accrued expenses, accrued interest – related party, and contract liabilities. At June 30, 2024 and December 31, 2023, the carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s long-term debt approximates its carrying value based on current financing rates available to the Company. The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments. |
Cash and Cash Equivalents and Concentrations of Risk | Cash and Cash Equivalents and Concentrations of Risk For the purposes of presentation in the 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. On June 30, 2024, and December 31, 2023, the Company did no The Company is exposed to credit risk on its cash 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 June 30, 2024 and December 31, 2023, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Any loss incurred or a lack of access to funds could have a significant impact on the Company’s consolidated financial condition, results of operations, and cash flows. For the quarters ended June 30, 2024, and 2023, sales of our products to three customers generated approximately 54 55 74 76 |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Effective January 1, 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments Accounts receivable represent customer obligations under normal trade terms and 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. Four of our customers combined accounted for approximately 90 The Company had accounts receivable, net, of $ 177,852 34,628 340,935 Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for credit losses. The Company provides its allowance for credit losses based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible losses are charged to operations when that determination is made. The allowance for credit losses for accounts receivable and the related activity, for the six months ended June 30, 2024 is as follows: Schedule of allowance for credit losses for accounts receivable activity Balance, December 31, 2023 $ 1,157,910 Provision for credit losses 43,258 Write off of previously-reserved account balances (973,316 ) Balance, June 30, 2024 $ 44,545 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying 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. No |
Property and Equipment | Property and Equipment Property and equipment are 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 current results of operations. |
Goodwill | Goodwill The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists, LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. If management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made. 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 June 30, 2024, and December 31, 2023. No |
Intangible Assets | Intangible Assets In December 2018, the Company acquired the majority of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 Capitalized Software Development Costs In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details. |
Derivative Financial Instruments | Derivative Financial Instruments 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 Terms of financial instruments are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in the results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, 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 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of June 30, 2024, and December 31, 2023, the Company had no derivative instruments. |
Debt Issuance Costs and Debt Discounts | Debt Issuance Costs and Debt Discounts Debt discounts, debt issuance costs paid to lenders or third parties, and other original issue discounts on debt, are recorded as debt discount and amortized to interest expense in the consolidated statement of operations, over the term of the underlying debt instrument, using the effective interest method, with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the three months ended June 30, 2024 and 2023, the Company recognized $ 53,351 360,993 147,294 738,141 144,000 |
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 a 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 at December 31, 2023, and June 30, 2024, contained a significant financing component or variable consideration terms. 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. 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 the promised service to a customer. Under both managed services arrangements and self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition, primarily upon publication of customer advertising content. All revenues recognized were derived from internet advertising for the periods ended June 30, 2024, and 2023. 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. As of June 30, 2024, December 31, 2023, and January 1, 2023, there were $ 31,412 195,135 193,598 |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expenses in the consolidated statements of operations. Advertising costs incurred were insignificant for the periods ended June 30, 2024, and 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, 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 fair value of stock-based compensation is generally determined using the Black-Scholes valuation model as of the date of the grant or the date at which the performance of the services is completed (measurement date). 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 |
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. Using that guidance, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of June 30, 2024, and December 31, 2023, the Company did not identify any uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements. The Company recognizes interest and penalties, if any, related to recognized uncertain income tax positions, in other expense. No interest and penalties related to uncertain income tax positions were recorded for the periods ended June 30, 2024 and 2023. Open tax years subject to examination by the Internal Revenue Service generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions generally remain open for up to four years from the filing date. |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (FASB) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company. |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of subsidiaries | Schedule of subsidiaries Company Name State of Incorporation Mobiquity Networks, Inc. New York Advangelists, LLC Delaware |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of allowance for credit losses for accounts receivable activity | Schedule of allowance for credit losses for accounts receivable activity Balance, December 31, 2023 $ 1,157,910 Provision for credit losses 43,258 Write off of previously-reserved account balances (973,316 ) Balance, June 30, 2024 $ 44,545 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Schedule of intangible assets Useful Lives June 30, 2024 December 31, 2023 Customer relationship 5 $ 3,003,676 $ 3,003,676 Less accumulated amortization (3,003,676 ) (2,927,188 ) Net carrying value $ – $ 76,488 Software development costs 5 $ 3,132,307 $ 2,157,932 Less accumulated amortization (194,440 ) (108,024 ) Net carrying value, software development costs $ 2,937,867 $ 2,049,908 |
Schedule of future annual amortization | Schedule of future annual amortization Software Development Costs Remainder of 2024 $ 86,418 2025 172,836 2026 172,836 2027 172,836 2028 64,813 Total $ 669,739 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt outstanding | Schedule of debt outstanding June 30, December 31, Merchant Agreements $ 361,957 $ 216,089 Related Party – Salkind Loans 160,000 – Related Party – Other Loans 77,000 – 2024 Promissory Notes 205,590 – Total Debt 804,547 216,089 Less: Unamortized debt discounts (144,255 ) (47,372 ) Current portion of debt 660,292 168,717 |
STOCK OPTION PLANS AND WARRAN_2
STOCK OPTION PLANS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of weighted average assumptions of options granted | Schedule of weighted average assumptions of options granted Six Months Ended June 30, 2024 2023 Expected volatility 211.28 172.63 Expected dividend yield – – Risk-free interest rate 4.33 3.85 Expected term (in years) 7.5 5 |
Schedule of options activity | Schedule of options activity Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2024 1,876,275 $ 9.11 5.05 $ 252,000 Granted 833 $ – – $ 1,250 Cancelled or expired (718 ) $ – – $ – Outstanding, June 30, 2024 1,876,390 $ 8.57 4.56 $ 3,241,250 Options exercisable, June 30, 2024 1,876,390 $ 8.57 4.56 $ 3,241,250 |
Schedule of weighted average assumptions of warrants granted | Schedule of weighted average assumptions of warrants granted Six Months Ended June 30, 2024 2023 Expected volatility 215.54 172.63 Expected dividend yield – – Risk-free interest rate 4.62 3.85 Expected term (in years) 5.00 5.00 |
Schedule of warrants activity | Schedule of warrants activity Shares Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2024 653,357 $ 58.54 4.20 $ 28,000 Granted 100,000 $ 0.50 4.93 $ 150,000 Cancelled or expired – $ – – $ – Outstanding, June 30, 2024 753,357 $ 50.84 3.45 $ 510,000 Warrants exercisable, June 30, 2024, 753,357 $ 50.84 3.45 $ 510,000 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of potentially dilutive equity securities outstanding | Schedule of potentially dilutive equity securities outstanding June 30, 2024 December 31, 2023 Stock options 1,876,390 1,876,275 Warrants 753,357 653,358 Series AAA preferred stock 209,525 209,525 Series E preferred stock 10,281 10,281 Series H preferred stock 7,684,730 7,684,730 Total common stock equivalents 10,534,284 10,434,169 |
ORGANIZATION AND NATURE OF OP_3
ORGANIZATION AND NATURE OF OPERATIONS (Details - Subsidiaries) | 6 Months Ended |
Jun. 30, 2024 | |
Mobiquity Networks Inc [Member] | |
Name of subsidiary | Mobiquity Networks, Inc. |
State of incorporation | New York |
Advangelists LLC [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 | |||||||
Aug. 07, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Reverse stock split | one-for-15 reverse stock split | ||||||||
Net loss | $ 745,147 | $ 1,042,260 | $ 2,108,939 | $ 1,716,804 | $ 1,787,407 | $ 3,825,743 | |||
Net cash used in operations | 1,336,280 | 2,918,114 | |||||||
Accumulated deficit | 218,827,746 | 218,827,746 | $ 217,040,339 | ||||||
Stockholders' equity | 2,052,709 | $ 1,585,188 | $ 2,945,524 | $ 2,200,634 | 2,052,709 | $ 2,945,524 | $ 2,208,328 | $ (10,830) | |
Working capital deficit | 2,244,651 | 2,244,651 | |||||||
Cash on hand | $ 23,892 | $ 23,892 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Allowance for credit losses) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Allowance for credit losses, beginning | $ 1,157,910 | |
Provision for credit losses | 43,258 | $ 46,458 |
Write off of previously-reserved account balances | (973,316) | |
Allowance for credit losses, ending | $ 44,545 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 02, 2023 | |
Product Information [Line Items] | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Net accounts receivable | 177,852 | 177,852 | 34,628 | $ 340,935 | ||
Asset impairment | 0 | $ 0 | ||||
Impairment of goodwill | 0 | 0 | ||||
Amortization of debt discounts | 53,351 | $ 360,993 | 147,294 | $ 738,141 | ||
Unamortized debt discounts | 144,000 | 144,000 | ||||
Contract liabilities | $ 31,412 | $ 31,412 | $ 195,135 | $ 193,598 | ||
Customer Relationships [Member] | ||||||
Product Information [Line Items] | ||||||
Identifiable definite-lived intangible assets estimated period | 5 years | 5 years | ||||
Three Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 54% | 55% | 74% | |||
Two Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 76% | |||||
Four Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 90% |
INTANGIBLE ASSETS (Details - In
INTANGIBLE ASSETS (Details - Intangible assets) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Intangible asset, gross | $ 3,003,676 | $ 3,003,676 |
Less accumulated amortization | (3,003,676) | (2,927,188) |
Intangible assets, net | $ 0 | 76,488 |
Software and Software Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Intangible asset, gross | $ 3,132,307 | 2,157,932 |
Less accumulated amortization | (194,440) | (108,024) |
Intangible assets, net | $ 2,937,867 | $ 2,049,908 |
INTANGIBLE ASSETS (Details - Ac
INTANGIBLE ASSETS (Details - Accumulated amortization) - Software Development [Member] | Jun. 30, 2024 USD ($) |
Property, Plant and Equipment [Line Items] | |
Remainder of 2024 | $ 86,418 |
2025 | 172,836 |
2026 | 172,836 |
2027 | 172,836 |
2028 | 64,813 |
Total | $ 669,739 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amortization expense | $ 19,122 | $ 150,184 | $ 76,488 | $ 300,368 |
Amortization on software development costs | 43,211 | $ 21,604 | 86,416 | $ 21,604 |
ATOS4P Software Development [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Capitalized computer software development costs | 864,000 | 864,000 | ||
Unamortized software development costs | 670,000 | 670,000 | ||
Ad Here [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Capitalized computer software development costs | $ 2,268,000 | 2,268,000 | ||
Capitalized costs | $ 974,000 |
DEBT (Details - Debt outstandin
DEBT (Details - Debt outstanding) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total Debt | $ 804,547 | $ 216,089 |
Less: Unamortized debt discounts | (144,255) | (47,372) |
Current portion of debt | 660,292 | 168,717 |
Merchant Agreements [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 361,957 | 216,089 |
Related Party Salkind Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 160,000 | 0 |
Related Party Other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 77,000 | 0 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 205,590 | $ 0 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||
Jul. 23, 2024 | Jul. 05, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | Oct. 10, 2023 | Jan. 05, 2023 | Dec. 30, 2022 | Jul. 31, 2024 | Jun. 30, 2024 | Apr. 30, 2024 | Feb. 29, 2024 | Nov. 30, 2023 | Jun. 30, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 27, 2024 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayment of note payable | $ 532,642 | $ 1,587,500 | |||||||||||||||||
Debt discount | $ 144,000 | $ 144,000 | 144,000 | ||||||||||||||||
March 2024 Promissory Note [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total interest payable | $ 17,710 | ||||||||||||||||||
Debt face amount | 126,500 | ||||||||||||||||||
Original issue discount | $ 16,500 | ||||||||||||||||||
Amortization of debt discount | 1,126 | 7,957 | |||||||||||||||||
Debt maturity date | Jan. 15, 2025 | ||||||||||||||||||
Debt stated interest rate | 14% | ||||||||||||||||||
Debt discount | $ 24,650 | ||||||||||||||||||
Payment of debt issuance costs | $ 8,150 | ||||||||||||||||||
April 2024 Promissory Note [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Total interest payable | $ 14,400 | $ 14,400 | |||||||||||||||||
Debt face amount | 96,000 | 96,000 | |||||||||||||||||
Original issue discount | $ 16,000 | $ 16,000 | |||||||||||||||||
Amortization of debt discount | 4,149 | ||||||||||||||||||
Debt maturity date | Mar. 31, 2025 | ||||||||||||||||||
Debt stated interest rate | 15% | 15% | |||||||||||||||||
Individual payments | $ 11,040 | $ 11,040 | |||||||||||||||||
November 2023 Merchant Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Amortization of debt discount | 33,578 | ||||||||||||||||||
Debt discount | $ 72,000 | ||||||||||||||||||
Proceeds for future receivables | 200,000 | ||||||||||||||||||
Total amount to be paid from receivables funding | $ 272,000 | ||||||||||||||||||
Shares issued | 16,765 | ||||||||||||||||||
Additional debt discount | $ 10,500 | ||||||||||||||||||
February 2024 Merchant Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Amortization of debt discount | 45,467 | ||||||||||||||||||
Debt discount | $ 62,850 | ||||||||||||||||||
Proceeds for future receivables | 150,000 | ||||||||||||||||||
Total amount to be paid from receivables funding | $ 205,350 | ||||||||||||||||||
Shares issued | 20,135 | ||||||||||||||||||
Additional debt discount | $ 7,500 | ||||||||||||||||||
Debt Instrument, Fee Amount | 7,500 | ||||||||||||||||||
April 2024 Merchant Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Proceeds for future receivables | 250,000 | ||||||||||||||||||
Total amount to be paid from receivables funding | $ 342,250 | ||||||||||||||||||
Shares issued | 12,854 | 12,854 | |||||||||||||||||
Additional debt discount | $ 12,500 | $ 12,500 | |||||||||||||||||
November 2023 Merchant Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
[custom:CashSettlement] | 127,000 | ||||||||||||||||||
February And April 2024 Merchant Agreements [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Amortization of debt discount | 21,000 | 65,000 | |||||||||||||||||
Debt discount | $ 80,000 | $ 80,000 | $ 80,000 | ||||||||||||||||
Dr Salkind [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Proceeds from loan | $ 50,000 | $ 50,000 | |||||||||||||||||
Corporate Attorney [Member] | Subsequent Event [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Proceeds from loan | $ 78,000 | ||||||||||||||||||
Salkind February 2024 Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Short-term debt | $ 150,000 | ||||||||||||||||||
Debt stated interest rate | 10% | ||||||||||||||||||
Salkind October 2023 Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Loan payable | $ 300,000 | ||||||||||||||||||
Debt maturity date | Nov. 30, 2023 | ||||||||||||||||||
Interest rate | 15% | ||||||||||||||||||
Conversion rate | $ 0.70 | $ 0.70 | $ 0.70 | ||||||||||||||||
Debt converted, amount converted | $ 300,000 | ||||||||||||||||||
Salkind June 2024 Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||||||
Loan payable | $ 160,000 | ||||||||||||||||||
Conversion rate | $ 0.50 | ||||||||||||||||||
Convertible debt | $ 160,000 | ||||||||||||||||||
Principal outstanding | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||||||||||
Debt discount | 161 | 161 | 161 | ||||||||||||||||
Loan 1 [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt discount | $ 4,000 | 4,000 | |||||||||||||||||
Exchange issued | 70,000 | ||||||||||||||||||
Principal amount paid | 74,000 | ||||||||||||||||||
Interest expense | 4,000 | ||||||||||||||||||
Loan 2 [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Exchange issued | $ 40,000 | ||||||||||||||||||
Loan 3 [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Original issue discount | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||||||||
Conversion rate | $ 0.50 | $ 0.50 | $ 0.50 | ||||||||||||||||
Principal outstanding | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||||
Debt discount | 468 | 468 | 468 | ||||||||||||||||
Principal amount paid | 25,000 | ||||||||||||||||||
Exchange for cancellation | 20,000 | 20,000 | 20,000 | ||||||||||||||||
Loan 4 [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Original issue discount | 15,000 | 15,000 | 15,000 | ||||||||||||||||
Principal outstanding | 37,000 | 37,000 | 37,000 | ||||||||||||||||
Debt discount | 1,200 | $ 1,200 | $ 1,200 | ||||||||||||||||
Exchange issued | 37,000 | ||||||||||||||||||
Principal amount paid | $ 52,000 | ||||||||||||||||||
Walleye Opportunities Master Fund [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Repayment of note payable | $ 163,000 | ||||||||||||||||||
Debt face amount | 1,437,500 | ||||||||||||||||||
Original issue discount | 287,500 | ||||||||||||||||||
Subscription amount | $ 1,150,000 | ||||||||||||||||||
Warrants issued, shares | 174,242 | ||||||||||||||||||
Issuance fees | $ 138,500 | ||||||||||||||||||
Proceeds from loan | 1,011,500 | ||||||||||||||||||
Fair value of warrants | 586,040 | ||||||||||||||||||
Debt issuance costs | $ 1,134,466 | ||||||||||||||||||
Amortization of debt discount | $ 377,149 | $ 360,993 | |||||||||||||||||
Walleye Opportunities Master Fund [Member] | Incentive Shares [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Stock issued new, shares | 34,849 | ||||||||||||||||||
Fair value of warrants | $ 122,426 | ||||||||||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Proceeds from loans | $ 150,000 | ||||||||||||||||||
Principal interest | $ 731 | ||||||||||||||||||
Total interest payable | $ 13,594 | ||||||||||||||||||
Repayment of note payable | $ 163,885 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 03, 2024 | Dec. 18, 2023 | Nov. 07, 2023 | Oct. 06, 2023 | Aug. 07, 2023 | Jun. 30, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Apr. 30, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Reverse stock split | one-for-15 reverse stock split | ||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Accrued cash dividends for Series H Preferred Stockholders | $ 92,216 | $ 92,216 | $ 92,216 | ||||||||||||||||||
Stock issued for services, value | 24,035 | $ 65,000 | |||||||||||||||||||
General and administrative expense | $ 1,043,020 | $ 1,364,170 | 2,042,313 | $ 2,637,704 | |||||||||||||||||
Repayment of note payable | 532,642 | 1,587,500 | |||||||||||||||||||
Loss on extinguishment of debt | $ 0 | $ (396,323) | |||||||||||||||||||
Common stock outstanding | 2,588,333 | 7,597,497 | 3,992,426 | 7,597,497 | 2,588,333 | 2,588,333 | 7,597,497 | 2,588,333 | 3,992,426 | ||||||||||||
Subscription receivable | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||||||||||
Share based compensation | $ 1,175 | $ 22,061 | |||||||||||||||||||
Stock repurchased, shares | 0 | 17 | 0 | ||||||||||||||||||
Stock Subscription Agreements [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 3,247,334 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 1,462,000 | ||||||||||||||||||||
Additional Subscription Agreement [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 200,000 | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||||||||||||||
Other 2023 Stock Transactions [Member] | Restricted Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Share price | $ 2.505 | ||||||||||||||||||||
Settlement Of Vendor Liabilities [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 18,000 | 100,000 | |||||||||||||||||||
Stock issued new, value | $ 12,000 | $ 53,000 | |||||||||||||||||||
Business Consulting Services [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 100,000 | ||||||||||||||||||||
Professional and Contract Services Expense | $ 25,000 | ||||||||||||||||||||
Fair value of warrants | 171,800 | ||||||||||||||||||||
Share based compensation | $ 16,400 | ||||||||||||||||||||
Gene Salkind [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock granted, shares | 6,667 | ||||||||||||||||||||
Gene Salkind [Member] | Payment For Accrued And Unpaid Interest [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 2,000 | ||||||||||||||||||||
Stock issued new, value | $ 5,000 | ||||||||||||||||||||
C E O And Another Board Member [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock granted, shares | 3,333 | ||||||||||||||||||||
Legal Counsel [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock granted, shares | 4,791 | ||||||||||||||||||||
Restricted stock granted, value | $ 12,000 | ||||||||||||||||||||
Various Vendors [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Restricted stock granted, shares | 31,891 | ||||||||||||||||||||
Restricted stock granted, value | $ 80,411 | ||||||||||||||||||||
February 2023 Offering [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 285,792 | ||||||||||||||||||||
Stock issued new, shares | 251,842 | ||||||||||||||||||||
Proceeds from sale of equity | $ 3,207,500 | ||||||||||||||||||||
February 2023 Offering [Member] | Underwriter [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Payment of stock issuance costs | $ 242,500 | ||||||||||||||||||||
June 2023 Offering [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 1,625,000 | ||||||||||||||||||||
Payment of stock issuance costs | $ 472,001 | ||||||||||||||||||||
Stock issued new, shares | 375,000 | ||||||||||||||||||||
Proceeds from sale of equity | $ 2,528,000 | ||||||||||||||||||||
Gross proceeds from sale of equity | 3,000,000 | ||||||||||||||||||||
S B A Loan [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Repayment of note payable | $ 163,000 | ||||||||||||||||||||
Walleye Opportunities Master Fund [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Repayment of note payable | $ 1,437,500 | ||||||||||||||||||||
Walleye Opportunities Master Fund [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Debt face amount | $ 1,437,500 | ||||||||||||||||||||
Original issue discount | 287,500 | ||||||||||||||||||||
Subscription amount | $ 1,150,000 | ||||||||||||||||||||
Warrants issued, shares | 174,242 | ||||||||||||||||||||
Payment of stock issuance costs | $ 138,500 | ||||||||||||||||||||
Net proceeds notes payable | 1,011,500 | ||||||||||||||||||||
Repayment of note payable | 163,000 | ||||||||||||||||||||
Fair value of warrants | $ 586,040 | ||||||||||||||||||||
Amortization of debt discount | $ 377,149 | 360,993 | |||||||||||||||||||
Loss on extinguishment of debt | $ 396,322 | ||||||||||||||||||||
One Year Consulting Contract [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Share based compensation | $ 85,000 | ||||||||||||||||||||
Mr Salkind [Member] | One Year Consulting Contract [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued for services, shares | 150,000 | ||||||||||||||||||||
Stock issued for services, value | $ 103,500 | ||||||||||||||||||||
General and administrative expense | 25,875 | 51,750 | |||||||||||||||||||
Unrelated Party [Member] | One Year Consulting Contract [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued for services, shares | 100,000 | ||||||||||||||||||||
Stock issued for services, value | $ 14,000 | ||||||||||||||||||||
Signing bonus | $ 25,000 | ||||||||||||||||||||
Warrants issued, shares | 200,000 | ||||||||||||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | |||||||||||||||||||
Warrants issued, value | $ 25,000 | ||||||||||||||||||||
Prepaid asset | $ 28,312 | $ 64,000 | 28,312 | 28,312 | $ 64,000 | ||||||||||||||||
Amortization of prepaid asset | $ 16,000 | $ 32,000 | |||||||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||
Conversion rights of Preferred Stock | Series AA – one share convertible into 3.33 shares of common stock | ||||||||||||||||||||
Series AAA Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 1,250,000 | 1,250,000 | 1,250,000 | ||||||||||||||||||
Preferred stock, shares outstanding | 31,413 | 31,413 | 31,413 | ||||||||||||||||||
Conversion rights of Preferred Stock | Series AAA – one share convertible into 6.67 shares of common stock | ||||||||||||||||||||
Series AAAA Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 1,250 | 1,250 | 1,250 | ||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 1,500 | 1,500 | 1,500 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||
Conversion rights of Preferred Stock | Series C – one share convertible into 6,667 shares of common stock | ||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 2 | 2 | 2 | ||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 70,000 | 70,000 | 70,000 | 70,000 | 70,000 | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares outstanding | 61,688 | 61,688 | 61,688 | 61,688 | 61,688 | ||||||||||||||||
Conversion rights of Preferred Stock | Series E – one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020 | ||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 1 | 1 | 1 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 300,789 | 300,789 | 300,789 | ||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||
Conversion rights of Preferred Stock | Series G – one share convertible into shares of common stock at a rate of its Stated Value ($5.00 at June 30, 2024) divided by $0.50 (Series G Conversion Ratio) | ||||||||||||||||||||
Stock issued new, shares | 300,789 | ||||||||||||||||||||
Proceeds from sale of equity | $ 1,503,495 | ||||||||||||||||||||
Stock converted, shares converted | 300,789 | ||||||||||||||||||||
Series H Preferred Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Preferred shares authorized | 770,000 | 770,000 | 770,000 | 770,000 | 770,000 | ||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares outstanding | 768,473 | 768,473 | 768,473 | 768,473 | 768,473 | ||||||||||||||||
Conversion rights of Preferred Stock | Series H – one share convertible into shares of common stock at a rate of its Stated Value ($2.00 at June 30, 2024) divided by $0.20 (Series H Conversion Ratio) | ||||||||||||||||||||
Stock converted, shares issued | 751,730 | ||||||||||||||||||||
Series H Preferred Stock [Member] | Law Firm [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Conversion of accounts payable | $ 33,000 | ||||||||||||||||||||
Conversion of accounts payable, shares issued | 16,500 | ||||||||||||||||||||
Incentive Shares [Member] | Walleye Opportunities Master Fund [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 34,849 | ||||||||||||||||||||
Fair value of warrants | $ 122,426 | ||||||||||||||||||||
Prefunded Warrants [Member] | February 2023 Offering [Member] | Underwriter [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 80,645 | ||||||||||||||||||||
Prefunded Warrants [Member] | June 2023 Offering [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock converted, shares converted | $ 478,334 | ||||||||||||||||||||
Series 2023 Warrants [Member] | February 2023 Offering [Member] | Cashless Basis [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 403,226 | ||||||||||||||||||||
Series 2023 Warrants [Member] | February 2023 Offering [Member] | Underwriter [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 120,968 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock converted, shares issued | 285,792 | ||||||||||||||||||||
Common Stock [Member] | June 2023 Offering [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Stock converted, shares issued | 478,334 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||
Reverse stock split | 1-for-15 reverse stock split | ||||||||||||||||||||
Stock issued for services, shares | 39,754 | 118,000 | |||||||||||||||||||
Stock issued for services, value | $ 4 | $ 12 |
STOCK OPTION PLANS AND WARRAN_3
STOCK OPTION PLANS AND WARRANTS (Details - Options assumptions) - Equity Option [Member] | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 211.28% | 172.63% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 4.33% | 3.85% |
Expected term (in years) | 7 years 6 months | 5 years |
STOCK OPTION PLANS AND WARRAN_4
STOCK OPTION PLANS AND WARRANTS (Details - Options outstanding) - Equity Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share outstanding, beginning balance | 1,876,275 | |
Weighted average exercise price outstanding, beginning balance | $ 9.11 | |
Weighted average remaining contractual term (Years) | 4 years 6 months 21 days | 5 years 18 days |
Aggregate intrinsic value outstanding, beginning balance | $ 252,000 | |
Share, granted | 833 | |
Weighted average exercise price, granted | $ 0 | |
Aggregate intrinsic value, granted | $ 1,250 | |
Share, cancelled or expired | (718) | |
Weighted average exercise price, cancelled or expired | $ 0 | |
Aggregate intrinsic value, cancelled or expired | $ 0 | |
Share outstanding, ending balance | 1,876,390 | 1,876,275 |
Weighted average exercise price outstanding, ending balance | $ 8.57 | $ 9.11 |
Aggregate intrinsic value outstanding, ending balance | $ 3,241,250 | $ 252,000 |
Share, options exercisable | 1,876,390 | |
Weighted average exercise price, options exercisable | $ 8.57 | |
Weighted average remaining contractual term (Years), options exercisable | 4 years 6 months 21 days | |
Aggregate intrinsic value, options exercisable | $ 3,241,250 |
STOCK OPTION PLANS AND WARRAN_5
STOCK OPTION PLANS AND WARRANTS (Details - Warrants assumptions) - Warrant [Member] | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 215.54% | 172.63% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate | 4.62% | 3.85% |
Expected term (in years) | 5 years | 5 years |
STOCK OPTION PLANS AND WARRAN_6
STOCK OPTION PLANS AND WARRANTS (Details - Warrants outstanding) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares outstanding, beginning balance | 653,357 | |
Weighted average exercise price outstanding, beginning balance | $ 58.54 | |
Weighted average remaining contractual term (years) | 3 years 5 months 12 days | 4 years 2 months 12 days |
Aggregate intrinsic value outstanding, beginning balance | $ 28,000 | |
Shares, granted | 100,000 | |
Weighted average exercise price, granted | $ 0.50 | |
Weighted average remaining contractual term (years), granted | 4 years 11 months 4 days | |
Aggregate intrinsic value, granted | $ 150,000 | |
Shares, cancelled or expired | 0 | |
Weighted average exercise price, cancelled or expired | $ 0 | |
Shares outstanding, ending balance | 753,357 | 653,357 |
Weighted average exercise price outstanding, ending balance | $ 50.84 | $ 58.54 |
Aggregate intrinsic value outstanding, ending balance | $ 510,000 | $ 28,000 |
Shares, warrants exercisable | 753,357 | |
Weighted average exercise price, warrants exercisable | $ 50.84 | |
Weighted average remaining contractual term (years), warrants exercisable | 3 years 5 months 12 days | |
Warrants exercisable, aggregate intrinsic value | $ 510,000 |
STOCK OPTION PLANS AND WARRAN_7
STOCK OPTION PLANS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 03, 2024 | Dec. 19, 2023 | Jun. 30, 2023 | Apr. 30, 2024 | Jul. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Apr. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | May 15, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Unamortized compensation cost | $ 0 | ||||||||||||
Cash compensation | 1,175 | $ 22,061 | |||||||||||
One Year Consulting Contract [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Cash compensation | $ 85,000 | ||||||||||||
Signing bonus in cash | $ 25,000 | ||||||||||||
Number of warrants purchased | 100,000 | ||||||||||||
Excercise price, per share | $ 0.50 | ||||||||||||
Secured Convertible Notes To Related Party [Member] | Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock issued for conversion of debt, shares | 59,211 | ||||||||||||
Warrant exercise price | $ 60 | ||||||||||||
Options [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock-based compensation expense | $ 1,175 | $ 22,061 | |||||||||||
Common Stock Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 2,849,551 | ||||||||||||
Common Stock Warrants [Member] | 20% OID Promissory Note [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 174,242 | ||||||||||||
Common Stock Warrants [Member] | February 2023 Offering [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 850,308 | ||||||||||||
Common Stock Warrants [Member] | February 2023 Offering [Member] | Prefunded Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 285,792 | ||||||||||||
Prefunded Warrants [Member] | June 2023 Offering [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 1,625,000 | ||||||||||||
Warrants exercised, shares | 478,333 | ||||||||||||
Contractor [Member] | Common Stock Warrants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued, shares | 1,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Warrants issued | 200,000 | ||||||||||||
Plan EP 2023 [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 166,667 | ||||||||||||
2023 Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 2,000,000 | ||||||||||||
2023 Plan [Member] | Various Officers Directors Employees And Consultants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted | 1,800,000 | ||||||||||||
Options granted, exercise price | $ 0.20 | ||||||||||||
Plan 2021 [Member] | Dean Julia [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted | 833 | 833 | 833 | ||||||||||
Options granted, exercise price | $ 0.50 | $ 3.30 | $ 23.25 | ||||||||||
Plan 2021 [Member] | Nate Knight [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted | 1,667 | ||||||||||||
Options granted, exercise price | $ 3.30 | ||||||||||||
Plan 2021 [Member] | Byron Booker [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Options granted | 1,667 | ||||||||||||
Options granted, exercise price | $ 3.30 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details - Potentially dilutive equity securities) - shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 10,534,284 | 10,434,169 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,876,390 | 1,876,275 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 753,357 | 653,358 |
Series AAA Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 209,525 | 209,525 |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 10,281 | 10,281 |
Series H Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 7,684,730 | 7,684,730 |