The report of the Independent
Registered Public Accounting Firm, Financial Statements and Schedules are set forth herein.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2019 AND 2018
NOTE 1: ORGANIZATION AND
GOING CONCERN
We have a history of losses and may continue
to incur losses in the future, which could negatively impact the trading value of our common stock. We incurred losses from operations
of $12,462,229 for the year ended December 31, 2019, $4,782,647 for the year ended December 31, 2018. We may continue to incur
operating and net losses in future periods. These losses may increase, and we may never achieve profitability for a variety of
reasons, including increased competition, decreased growth in the unified advertising industry and other factors described elsewhere
in this “Risk Factors” section. If we cannot achieve sustained profitability, our stockholders may lose all or a portion
of their investment in our company.
These consolidated financial statements
have been prepared on a going concern basis. Which implies the Company will continue to realize its assets and discharge its liabilities
in the normal course of business. The recently acquired Advangelists LLC has also incurred losses and experienced negative cash
flows from operations during the most recent fiscal year. The continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders, the ability of management to raise additional capital through private and
public offerings of its common stock, and the attainment of profitable operations. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS – Mobiquity
Technologies, Inc., a New York corporation (the “Company”), is the parent company of its operating subsidiaries; Mobiquity
Networks, Inc. (“Mobiquity Networks”) and Advangelists, LLC (Advangelists). Mobiquity Networks has evolved and grown
from a mobile advertising technology company focused on driving Foot-traffic throughout its indoor network, into a next generation
location data intelligence company. Mobiquity Networks provides precise unique, at-scale location data and insights on consumer’s
real-world behavior and trends for use in marketing and research. Mobiquity Networks provides one of the most accurate and scaled
solution for mobile data collection and analysis, utilizing multiple geo-location technologies. Mobiquity Networks is seeking
to implement several new revenue streams from its data collection and analysis, including, but not limited to; Advertising, Data
Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research.
Advangelists is a developer of advertising and marketing technology focused on the creation, automation, and maintenance
of an advertising technology operating system (or ATOS). Advangelists’ ATOS platform blends artificial intelligence
(or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising
campaigns.
The ATOS platform:
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creates an automated marketplace of advertisers and publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real estate) targeted at users while engaged on their connected TV, computer or mobile device, and
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gives advertisers the capability to understand and interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich media) to increase their customer base and foot traffic to their physical locations.
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Advangelists’ marketplace engages
with approximately 20 billion advertisement opportunities per day. Our sales and marketing strategy is focused on creating a de-fragmented
operating system that makes it considerably more efficient and effective for advertisers and publishers to transact with each other.
Our goal is to create a standardized and transparent medium.
Advangelists' technology is proprietary
and has all been developed internally. We own all of our technology.
Recent Developments and Employment Agreement
with Deepanker Katyal
Deepanker Katyal’s employment agreement
which commenced December 7, 2018 has a term of three years. Mr. Katyal is required to devote at least 40 hours per week pursuant
to his responsibility as CEO of Advangelists. The agreement provides for full indemnification and participation in all benefit
plans, programs and perquisites as are generally provided by the Company to its employees, including medical, dental, life insurance,
disability and 401(k) participation. The agreement provides for termination for cause after giving employee 30 days’ prior
written notice. The agreement provides for termination by the Company without cause after 60 days’ prior written notice with
severance pay as described in his agreement. His employment agreement also provides for termination by disability for a period
of more than six consecutive months in any 12-month period, termination by employee for good reason as defined in the agreement
and restrictive covenants for a period of one year following the termination date.
Effective as of September 13, 2019, Mobiquity
Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “GTECH SPA”) with GBT Technologies,
Inc. (“GTECH”), pursuant to which the Company acquired from GTECH 15,000,000 shares of the Company’s common stock
that was owned by GTECH (the “MOBQ Shares”). In consideration for the purchase of the MOBQ Shares from GTECH, the Company
transferred to GTECH 110,000 shares of GTECH’s common stock that was owned by the Company.
On September 13, 2019, Advangelists, LLC
(“AVNG”), a wholly-owned subsidiary of the Company, entered into Amendment No. 1 to Employment Agreement (the “Katyal
Amendment”) with Deepankar Katyal, the CEO of AVNG, which amends Mr. Katyal’s original employment agreement (the “Original
Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among other things, (i) the Company
agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation (the “Certificate”)
and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’ and officers’ liability
insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00 per month, and (iii) the non-compete
restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the Katyal Amendment provides for the Company
to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Katyal, and
entitles Mr. Katyal to the following additional compensation:
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A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment;
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Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);
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Options to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.09 per share, of which 10,000,000 vest on the date of the Katyal Amendment, and of which 5,000,000 vest on the one year anniversary of the Katyal Amendment.
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In connection with the Katyal Amendment,
on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”),
pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.
On September 13, 2019, AVNG entered into
Amendment No. 1 to Employment Agreement (the “Katyal Amendment”) with Lokesh Mehta, which amends Mr. Mehta’s
original employment agreement (the “Original Mehta Agreement”), dated as of December 7, 2018. Pursuant to the Mehta
Amendment, among other things, (i) the Company agreed to indemnify Mr. Mehta to the extent provided in the Company’s Certificate
and By-laws and to include Mr. Mehta as an insured under the Company’s applicable directors’ and officers’ liability
insurance policies; (ii) AVNG agreed to provide Mr. Mehta with an automobile allowance of $550.00 per month, and (iii) the non-compete
restrictive covenants contained in the Original Mehta Agreement ceased. In addition, the Mehta Amendment provides for the Company
to redeem the shares of the Company’s Class B Preferred Stock (the “Class B Stock”) owned by Mr. Mehta, and entitles
Mr. Mehta to the following additional compensation:
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A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s Gross Revenue for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Mehta Amendment;
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Commissions equal to 5% of the Net Revenues (as defined in the Mehta Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);
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Options to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.09 per share, of which 10,000,000 vest on the date of the Mehta Amendment, and of which 5,000,000 vest on the one year anniversary of the Mehta Amendment.
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In connection with the Mehta Amendment,
on September 13, 2019, the Company entered into a Class B Preferred Stock Redemption Agreement (the “Mehta Redemption Agreement”),
pursuant to which the Company redeemed the Company’s Class B Stock owned by Mehta in exchange for an employment agreement
and other good and valuable consideration including an automobile allowance.
Risks Related to Our Financial Results
and Financing Plans
Management has plans to address the Company’s
financial situation as follows:
In the near term, management plans to continue
to focus on raising the funds necessary to implement the Company’s business plan related to technology. Management will continue
to seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There
is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations
will be profitable.
In the long term, management believes that
the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to
finance the Company’s future growth. However, there can be no assurances that the Company’s efforts to raise equity
and debt at acceptable terms or that the planned activities will be successful, or that the Company will ultimately attain profitability.
The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current
commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability
and cash flows from operations to sustain its operations.
Related Parties
Related parties are any entities or individuals that, through
employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the
Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board
of director fees. We consider the following individuals / companies to be related parties:
Dean Julia - Principal Executive Officer President and Director
Sean McDonnell - Chief Financial Officer
Sean Trepeta – Board of Directors
Deepankar Katyal – Board of Directors
Dr. Eugene Salkind – Board of Directors
PRINCIPLES OF CONSOLIDATION - The accompanying
condensed consolidated financial statements include the accounts of Mobiquity Technologies, Inc. and its wholly owned subsidiaries,
Mobiquity Networks, Inc. and Advangelists, LLC. All intercompany accounts and transactions have been eliminated in consolidation.
ESTIMATES - The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset
or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value
on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels
of inputs to measure fair value:
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Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
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Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
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Level 3 - Unobservable inputs
reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are
required to be consistent with market participant assumptions that are reasonably available.
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The carrying amounts of the Company's financial
assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain
notes payable and notes payable - related party, convertible debt, approximate their fair values because of the short maturity
of these instruments for years ended December 31, 2019 and 2018.
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Level 1
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Level 2
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Level 3
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Total
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Fair value of derivatives
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$
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–
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$
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–
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$
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–
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$
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–
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EMBEDDED CONVERSION FEATURES
The Company evaluates embedded conversion
features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion
feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value
recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated
under ASC 470-20 "Debt with Conversion and Other Options" for consideration of any beneficial conversion feature.
DERIVATIVE FINANCIAL INSTRUMENTS
The
Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting
related to 22 convertible notes issued totaling $4,234,000 which included a ratchet provision in the conversion price of
$.02 or $.30 or $.035 or a price equal to the last equity transaction completed by the Company as part of a subscription agreement.
The notes have maturity dates ranging from February 11, 2018 –July 31, 2018. The Company also has financial instruments that
are considered derivatives or contain embedded features subject to derivative accounting related to 3,200,000 warrants which
included a ratchet provision in the conversion price of $.50 as part of a conversion of preferred AAA shares, and 1,000,000 warrants
which included a ratchet provision in the conversion price of $.055 as part of a placement fee related to a note. Embedded
derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s
balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair
value in results of operations during the period of change. All notes were extinguished on November 30, 2018 ending the derivative
functions due to sequencing under ASC 815-40. The Company has estimated the fair value of these embedded derivatives for convertible
debentures and associated warrants using a multinomial lattice model as of December 31, 2018. The fair values of the derivative
instruments are measured each quarter, which resulted in a loss of $8,299,622 and derivative expense of $509,729 during the year
ended December 31, 2018. As of December 31, 2018, the fair market value of the derivatives aggregated $0 using
the following assumptions: estimated 0.08 to 4.8-year term, estimated volatility of 163.71% to 394.26%, and a discount rate of
0.00% to 2.83%. All derivative instruments were liquidated during the fourth quarter of 2018.
CASH AND CASH EQUIVALENTS - The Company
considers all highly liquid debt instruments with a maturity of three months or less, as well as bank money market accounts, to
be cash equivalents. As of December 31, 2019, and December 31, 2018, the balances are $1,240,064 and $624,338, respectively.
CONCENTRATION OF CREDIT RISK - Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and
cash and cash equivalents.
Concentration of credit risk with respect
to trade receivables is generally diversified due to the large number of entities comprising the Company’s customer base
and their dispersion across geographic areas principally within the United States. The Company routinely addresses the financial
strength of its customers and, consequently, believes that its receivable credit risk exposure is limited. Our current receivables
at December 31, 2019 consist of 47% held by four of our largest customers. Our December 31, 2018 receivables consist of 57% held
by five of our largest customers.
The Company places its temporary cash investments
with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits.
As of December 31, 2019, and December 31, 2018, the Company exceeded FDIC limits by $749,037 and $170,762, respectively.
REVENUE RECOGNITION – On May 28,
2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), to update the financial
reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting
for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific
guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services
to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods
or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash
flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs
incurred to fulfill a contract. This guidance became effective for the Company beginning on January 1, 2018, and entities have
the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The
Company adopted this standard using the modified retrospective approach on January 1, 2018.
In preparation for adoption of the standard,
the Company evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2)
Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to
the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied.
Reported revenue was not affected materially
in any period due to the adoption of ASC Topic 606 because: (1) the Company expects to identify similar performance obligations
under Topic 606 as compared with deliverables and separate units of account previously identified; (2) the Company has determined
the transaction price to be consistent; and (3) the Company records revenue at the same point in time, upon delivery of services,
under both ASC Topic 605 and Topic 606, as applicable under the terms of the contract with the customer. Additionally, the Company
does not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period
due to the adoption of Topic 606.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Management
must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. As of December 31, 2019, and December 31, 2018, allowance
for doubtful accounts were $80,600 and $80,600, respectively.
PROPERTY AND EQUIPMENT - Property and equipment
are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets.
Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets
or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular
asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the
cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating
income.
LONG LIVED ASSETS – In
accordance with ASC 360, “Property, Plant and Equipment”, the Company
tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying
amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases
in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly
in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating
losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability
is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the
undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in
certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. The Company
recognized no impairment losses for the period ended September 30, 2019.
Transactions with major customers
During the year ended December 31, 2019,
four customers accounted for approximately 47% of revenues and for the year ended December 31, 2018, three customers accounted
for 78% our revenues.
ADVERTISING COSTS - Advertising costs are
expensed as incurred. For the year ended December 31, 2019 and December 31, 2018, there were advertising costs of $70,042 and $1,453,
respectively.
ACCOUNTING FOR STOCK BASED COMPENSATION.
Stock based compensation cost is measured at the grant date fair value of the award and is recognized as expense over the requisite
service period. The Company uses the Black-Sholes option-pricing model to determine fair value of the awards, which involves certain
subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options
before exercising them (“expected term”), the estimated volatility of the Company’s common stock price over the
expected term (“volatility”) and the number of options for which vesting requirements will not be completed (“forfeitures”).
Changes in the subjective assumptions can materially affect estimates of fair value stock-based compensation, and the related amount
recognized on the consolidated statements of operations. Refer to Note 7 “Stock Option Plans” in the Notes to Consolidated
Financial Statements in this report for a more detailed discussion.
BENEFICIAL CONVERSION FEATURES - Debt instruments
that contain a beneficial conversion feature are recorded as deemed interest to the holders of the convertible debt instruments.
The beneficial conversion is calculated as the difference between the fair values of the underlying common stock less the proceeds
that have been received for the debt instrument limited to the value received.
INCOME TAXES - Deferred income taxes are
recognized for temporary differences between financial statement and income tax basis of assets and liabilities for which income
tax or tax benefits are expected to be realized in future years. A valuation allowance is established to reduce deferred tax assets,
if it is more likely than not, that all or some portion of such deferred tax assets will not be realized. The effect on deferred
taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We adopted the lease standard ACS 842 effective
January 1, 2019 and have elected to use January 1, 2019 as our date of initial application. Consequently, financial information
will not be updated, and disclosures required under the new standard will not be provided for periods presented before January
1, 2019 as these prior periods conform to the Accounting Standards Codification 840. We elected the package of practical expedients
permitted under the transition guidance within the new standard. By adopting these practical expedients, we were not required to
reassess (1) whether an existing contract meets the definition of a lease; (2) the lease classification for existing leases; or
(3) costs previously capitalized as initial direct costs. As of December 10, 2019, we are not a lessor or lessee under any lease
arrangements.
We have reviewed the FASB issued Accounting
Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally
accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s
reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of
our financial management and certain standards are under consideration.
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new
accounting pronouncements that have been issued that might have a material impact on its financial position or result of operations.
NET LOSS PER SHARE
Basic net loss per share is computed by
dividing income available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings
per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock
options and warrants. The number of common shares potentially issuable upon the exercise of certain options and warrants that were
excluded from the diluted loss per common share calculation was approximately 347,772,333 because they are anti-dilutive, as a
result of a net loss for the year ended December 31, 2019.
NOTE 3: ACQUISITION OF ADVANGELISTS, LLC
In December 2018, pursuant to an Agreement
and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) and Mobiquity Technologies,
Inc. purchased of all the issued and outstanding capital stock and membership interest of Advangelists LLC. The Company closed
and completed the acquisition on December 6, 2018.
The purchase price paid includes the assumption
of certain assets, liabilities and contracts associated with Advangelists, LLC, at closing the sellers received $500,000 cash,
warrants and stock and the issuance of a nineteen- month promissory note in aggregate principal amount of $9,500,000.
The following table summarizes the allocation
of the purchase price as of the acquisition date:
Purchase Price
$9,500,000 Promissory note
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$
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9,500,000
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Cash
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500,000
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Mobiquity Technologies, Inc. warrants
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3,844,444
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Gopher Protocol Inc. common stock
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6,155,556
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$
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20,000,000
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On April 30, 2019, the Company entered
into a Membership Interest Purchase Agreement with GEAL, which the Company acquired from GEAL 3% of the membership interest of
Advangelists, LLC for $600,000 in cash. Giving the Company a 51% interest.
On May 8, 2019, the Company entered into
a Membership Purchase Agreement with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists, LLC which it contemporaneously
purchased from GEAL. The purchase price was paid by the issuance of a $7,512,500 promissory note. As a result of the transaction,
the Company owns 100% of Advangelists LLC.
On September 13, 2019, the Company repurchased
fifteen million shares of common stock for the aggregate by exchanging 110,000 shares of GTCH common stock held for investment
purposes.
On September 13, 2019, Dr. Gene Salkind,
is a related party who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”)
subscribed for convertible promissory notes (the “Note”) and loaned to the Company an aggregate of $2,300,000 (the
“Loans”) on a secured basis.
The Notes bear interest at a fixed rate
of 15% per annum, computed based on a 360-day year of twelve 30-day months and will be payable monthly in arrears. Interest on
the Notes is payable in cash, or, at the Lenders’ option, in shares of the Company’s common stock. The principal amount
due under the Notes will be payable on September 30, 2029, unless earlier converted pursuant to the terms of the Notes.
Subject to the Company obtaining prior
approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and
to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon
the following events on the following terms:
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At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $0.08 per share (the “Conversion Price”).
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at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $1.00 per share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price.
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The Notes contain customary events of default,
which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and
unpaid interest on, their Notes.
In connection with the subscription of
the Notes, the Company issued to each Lender a warrant to purchase one share of the Company’s common stock for every two
shares of common stock issuable upon conversion of the Notes, at an exercise price of $0.12 per share (the “Lender Warrants”).
On September 13, 2019, Advangelists, LLC,
a wholly-owned subsidiary of the Company (“AVNG”), entered into Amendment No. 1 to Employment Agreement (the “Katyal
Amendment”) with Deepankar Katyal, who is a related party and the CEO of AVNG, which amends Mr. Katyal’s original employment
agreement (the “Original Katyal Agreement”), dated as of December 7, 2018. Pursuant to the Katyal Amendment, among
other things, (i) the Company agreed to indemnify Mr. Katyal to the extent provided in the Company’s Certificate of Incorporation
(the “Certificate”) and By-laws and to include Mr. Katyal as an insured under the Company’s applicable directors’
and officers’ liability insurance policies; (ii) AVNG agreed to provide Mr. Katyal with an automobile allowance of $550.00
per month, and (iii) the non-compete restrictive covenants contained in the Original Katyal Agreement ceased. In addition, the
Katyal Amendment provides for the Company to redeem the shares of the Company’s Class B Preferred Stock (the “Class
B Stock”) owned by Mr. Katyal, and entitles Mr. Katyal to the following additional compensation:
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A bonus, payable in cash or common stock of the Company, equal to 1% of the Company’s gross revenue (the “Gross Revenue”) for each completed fiscal month during the 2019 fiscal year, subject to certain revenue thresholds as set forth in the Katyal Amendment;
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Commissions equal to 10% of the Net Revenues (as defined in the Katyal Amendment) of all New Katyal Managed Accounts (as defined in the Katyal Amendment);
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Options to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.09 per share, of which 10,000,000 vest on the date of the Katyal Amendment, and of which 5,000,000 vest on the one year anniversary of the Katyal Amendment.
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In connection with the Katyal Amendment,
on September 13, 2019, the Company entered into a Class B Preferred stock Redemption Agreement (the “Katyal Redemption Agreement”),
pursuant to which the Company redeemed the Company’s Class B Stock owned by Katyal.
In May 2019, the Company assumed a promissory
note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former owners
of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption of
the AVNG Note, the AVNG Note was amended and restated as disclosed in the May 8-K (the “First Amended AVNG Note”).
Effective as of September 13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second
Amended AVNG Note”), in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended
AVNG Note were amended and restated as follows:
|
·
|
$5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 65,625,000 shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 32,812,500 shares of the Company’s common stock, at an exercise price of $0.12 per share (the “AVNG Warrant”).
|
|
·
|
$1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15th day of each month thereafter until paid in full.
|
The Second Amended AVNG Note provides that
upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class
E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common
stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the
AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be
cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First
Amended AVNG Note.
Merger
Mobiquity entered into an Agreement and
Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition LP (“GEAL”) (which at the time owned
165,000,000 shares of common stock of Mobiquity, equivalent to approximately 29.6% of the outstanding shares), AVNG Acquisition
Sub, LLC (“Merger Sub”) and Advangelists, LLC (“Advangelists”) on November 20, 2018 which provided for
Merger Sub to merge into Advangelists, with Advangelists as the surviving company following the merger.
On December 6, 2018, Mobiquity and the
other parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”)
which amended the Merger Agreement as follows:
·
|
The number of warrants to purchase shares of Mobiquity’s
common stock issuable as part of the merger consideration was changed from 90,000,000 shares to 107,753,750 shares, and the exercise
price of the warrants was changed from $0.09 per share to $0.14 per share; and
|
·
|
The number of shares of Gopher Protocol Inc.’s common
stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.
|
Under the Merger Agreement and the Amendment,
in consideration for the Merger:
·
|
Mobiquity issued warrants for 107,753,750 shares of Mobiquity common stock at an exercise price of $0.14 per share and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.
|
|
|
·
|
GEAL paid the pre-merger Advangelists members $10 million in
cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly
installments of $500,000 each, commencing on January 6, 2019.
|
The transactions contemplated by the Merger
Agreement were consummated on December 7, 2018 upon the filing of a Certificate of Merger by Advangelists. As a result of the merger,
Mobiquity owned 48% and GEAL owned 52% of Advangelists; and Mobiquity is the sole manager of, and controls, Advangelists at that
time.
As a result of Mobiquity having 100% control
over Advangelists as of December 31, 2018, ASC 810-10-05-3 states “that for LLCs with managing and non-managing members,
a managing member is the functional equivalent of a general partner and a non-managing member is the functional equivalent of a
limited partner. In this case, a reporting entity with an interest in an LLC (which is not a VIE) would likely apply the consolidation
model for limited partnerships if the managing member has the right to make the significant operating and financial decisions of
the LLC.” In this case Mobiquity has the right to make the significant operating and financial decisions of Advangelists
resulting in consolidation of Advangelists.
On April 30, 2019, the Company entered
into a Membership Interest Purchase Agreement with GEAL, pursuant to which the Company acquired from GEAL 3% of the membership
interests of Advangelists, for cash in the amount of $600,000 (the “Purchase Price”). The Purchase Price was paid by
the Company to GEAL on May 3, 2019. As a result of the Transaction, the Company then owned 51% of the membership interests of Advangelists,
with GEAL owning 49% of the membership interests of Advangelists.
On May 10, 2019, the Company entered into
a Membership Purchase Agreement effective as of May 8, 2019 with Gopher Protocol, Inc. to acquire the 49% interest of Advangelists,
which it contemporaneously purchased from GEAL. As a result of this transaction, the Company owns 100% of Advangelists’s
Membership Interests.
The acquisition of the 49% of Advangelists
membership interests was accomplished in a transaction involving Mobiquity, Glen Eagles Acquisition LP, and Gopher Protocol, Inc.
Recognized amount of identifiable assets acquired, liabilities assumed and consideration
expensed:
Financial assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
216,799
|
|
Accounts receivable, net
|
|
|
2,679,698
|
|
Property and equipment, net
|
|
|
20,335
|
|
Intangible assets (a)
|
|
|
10,000,000
|
|
Accounts payable and accrued liabilities
|
|
|
(2,871,673
|
)
|
Purchase price expensed
|
|
|
9,954,841
|
|
|
|
$
|
20,000,000
|
|
The ATOS platform:
·
|
creates an automated marketplace of advertisers and
publishers on digital media outlets to host online auctions to facilitate the sale of ad time slots (known as digital real
estate) targeted at users while engaged on their connected TV, computer or mobile device, and
|
|
|
·
|
gives advertisers the capability to understand and
interact with their audiences and engage them in a meaningful way by the using ads in both image and video formats (known as rich
media) to increase their customer base and foot traffic to their physical locations.
|
The Company tests goodwill for impairment
at least annually on December 31st and whenever events or circumstances change that indicate impairment may have occurred.
A significant amount of judgement is involved in determining if an indicator of impairment has occurred. Such indicators may include,
among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors
or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have
a significant impact on the recoverability of goodwill and the Company’s consolidated financial results.
Our
goodwill balance is not amortized to expense, instead it is tested for impairment at least annually. We perform our annual
goodwill impairment analysis at the end of the fourth quarter. If events or indicators of impairment occur between annual
impairment analyses, we perform an impairment analysis of goodwill at that date. These events or circumstances could include
a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition
of a significant asset. In testing for a potential impairment of goodwill, we: (1) verify there are no changes to our
reporting units with goodwill balances; (2) allocate goodwill to our various reporting units to which the acquired goodwill
relates; (3) determine the carrying value, or book value, of our reporting units, as some of the assets and liabilities related
to each reporting unit are held by a corporate function; (4) estimate the fair value of each reporting unit using a discounted
cash flow model; (5) reconcile the fair value of our reporting units in total to our market capitalization adjusted for a
subjectively estimated control premium and other identifiable factors; (6) compare the fair value of each reporting unit to
its carrying value; and (7) if the estimated fair value of a reporting unit is less than the carrying value, we must estimate
the fair value of all identifiable assets and liabilities of that reporting unit, in a manner similar to a purchase price allocation
for an acquired business to calculate the implied fair value of the reporting unit’s goodwill and recognize an impairment
charge if the implied fair value of the reporting unit’s goodwill is less than the carrying value. There were no impairment
charges during the year ended December 31, 2019.
Intangible Assets
At December 31, 2019 and December 31, 2018,
definite-lived intangible assets primarily consist of customer relationships which are being amortized over their estimated useful
lives of five years.
The
Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they
will be removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances
indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on
discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.
|
|
Useful Lives
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
5 years
|
|
$
|
3,003,676
|
|
|
$
|
1,856,358
|
|
ATOS Platform
|
|
5 years
|
|
|
10,000,000
|
|
|
|
–
|
|
|
|
|
|
|
13,003,676
|
|
|
|
1,856,358
|
|
Less accumulated amortization
|
|
|
|
|
(1,555,186
|
)
|
|
|
(30,939
|
)
|
Net carrying value
|
|
|
|
$
|
11,448,490
|
|
|
$
|
1,825,419
|
|
Future amortization, for the years ending
December 31, is as follows:
2020
|
|
$
|
2,600,736
|
|
2021
|
|
$
|
2,600,736
|
|
2022
|
|
$
|
2,600,736
|
|
2023
|
|
$
|
2,600,736
|
|
2024
|
|
$
|
1,045,546
|
|
Thereafter
|
|
$
|
–
|
|
NOTE 4: NOTES PAYABLE AND
DERIVATIVE LIABILITIES
Summary of Notes payable:
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
CAVU Notes, net
|
|
$
|
–
|
|
|
$
|
100,000
|
|
Berg Notes (a)
|
|
|
50,000
|
|
|
|
50,000
|
|
Dr. Salkind, et al
|
|
|
2,550,000
|
|
|
|
–
|
|
Business Capital Providers
|
|
|
266,250
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Total Debt
|
|
|
2,866,250
|
|
|
|
150,000
|
|
Current portion of debt
|
|
|
566,250
|
|
|
|
150,000
|
|
Long-term portion of debt
|
|
$
|
2,300,000
|
|
|
$
|
–
|
|
|
(a)
|
Between August and December 2015, the Company borrowed $3,675,000 from accredited investors. These loans are due and payable the earlier of December 31, 2016 or the completion of an equity financing of at least $2,500,000. Upon the sale of the unsecured promissory notes, the Company issued $1 of principal, one share of common stock and a warrant to purchase one share of common stock at an exercise price of $0.40 per share through August 31, 2017. Accordingly, an aggregate of 3,675,000 shares of common stock and warrants to purchase a like amount were issued in the last six months of 2015. Each noteholder has the right to convert the principal of their note and accrued interest thereon at a conversion price of $0.30 per share or at the noteholder’s option, into equity securities of the Company on the same terms as the last equity transaction completed by the Company prior to each respective conversion date. All other notes have been converted to equity.
|
In the first quarter of 2018, the Company
entered into agreements to receive $1,000,000 of short term secured debt financing in four monthly tranches. Dr. Gene Salkind made
these investments and he would become a director of the Company on January 1, 2019. The Company issued in connection with each
tranche, a six-month secured convertible promissory note. In connection with this transaction, the Company agreed to issue an origination
fee of 1,000,000 shares of restricted common stock. Alexander Capital L.P. acted as Placement Agent and Advisor for this transaction.
Each of these new notes are on the terms of the Company's 10% Senior Secured debt.
In the second quarter of 2018, the Company
borrowed $375,000, including $125,000 from Thomas Arnost, Chairman, and $250,000 from two non-affiliated persons. The investors
received 3,500,000 shares of common stock each as an origination fee and in lieu of interest. During the fourth quarter 2018 the
notes were converted to equity.
On May 10, 2019, the Company entered into
a $7,512,500 Promissory note with Deepankar Katyal, et al, for the acquisition of the balance of Advangelists, LLC, requiring six
monthly payments of $250,000 starting May 15, 2019 through October 6, 2019, a payment of $1,500,000 on December 6, 2019, and beginning
in January of 2020, ten monthly payments of $500,000 each until October of 2020, with a stated interest rate of 1.5%.
On June 26, 2019, the Company entered into
a merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per payment for
the term of 132 business days.
On August 1, 2019, the Company entered
into a second merchant agreement with Business Capital Providers, Inc. in the amount of $250,000 payable daily at $2,556.82, per
payment for the term of 132 business days.
On September 13, 2019, Dr. Gene Salkind,
who is a director of the Company, and an affiliate of Dr. Salkind (collectively, the “Lenders”) subscribed for convertible
promissory notes (the “Notes”) and loaned to the Company an aggregate of $2,300,000 (the “Loans”) on a
secured basis payable in three installments in September 13 received net $720.000, balance received October and November 2019.
The Notes bear interest at a fixed rate
of 15% per annum, computed based on a 360-day year of twelve 30-day months and will be payable monthly in arrears. Interest on
the Notes is payable in cash or, at the Lenders’ option, in shares of the Company’s common stock. The principal amount
due under the Notes will be payable on September 30, 2029, unless earlier converted pursuant to the terms of the Notes.
Subject to the Company obtaining prior
approval from the Company’s shareholders for the issuance of shares of common stock upon conversion of the Notes, if and
to the extent required by the New York Business Corporation Law, the Notes will be convertible into equity of the Company upon
the following events on the following terms:
|
·
|
At any time at the option of the Lenders, the outstanding principal under the Notes will be converted into shares of common stock of the Company at a conversion price of $0.08 per share (the “Conversion Price”).
|
|
·
|
at any time that the trailing thirty (30) day volume weighted average price per share (as more particularly described in the Notes) of the Company’s common stock is above $1.00 per share, until the Notes are no longer outstanding, the Company may convert the entire unpaid un-converted principal amount of the Notes, plus all accrued and unpaid interest thereon, into shares of the Company’s common stock at the Conversion Price.
|
The Notes contain customary events of default,
which, if uncured, entitle the Lenders thereof to accelerate the due date of the unpaid principal amount of, and all accrued and
unpaid interest on, their Notes.
In connection with the subscription of
the Notes, the Company issued to each Lender a warrant to purchase one share of the Company’s common stock for every two
shares of common stock issuable upon conversion of the Notes, at an exercise price of $0.12 per share (the “Lender Warrants”).
On May 16, 2019, the Company assumed a
promissory note (the “AVNG Note”) payable to Deepankar Katyal (the “Payee”), as representative of the former
owners of AVNG, which at the time of assumption had a remaining principal balance of $7,512,500. Simultaneously with the assumption
of the AVNG Note, the AVNG Note was amended and restated (the “First Amended AVNG Note”). Effective as of September
13, 2019, the Company and Payee entered into a Second Amended and Restated Promissory Note (the “Second Amended AVNG Note”),
in the principal amount of $6,750,000, pursuant to which the repayment terms under the First Amended AVNG Note were amended and
restated as follows:
|
·
|
$5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 65,625,000 shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 32,812,500 shares of the Company’s common stock, at an exercise price of $0.12 per share (the “AVNG Warrant”).
|
|
·
|
$1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15th day of each month thereafter until paid in full.
|
The Second Amended AVNG Note provides that
upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class
E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common
stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the
AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be
cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First
Amended AVNG Note.
FAIR VALUE OF FINANCIAL INSTRUMENTS- The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance
on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques,
are assigned a hierarchical level.
The following are the hierarchical levels
of inputs to measure fair value:
|
·
|
Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
|
|
|
|
|
·
|
Level 2 - Inputs reflect quoted
prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in
active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived
principally from or corroborated by observable market data by correlation or other means.
|
|
|
|
|
·
|
Level 3 - Unobservable inputs
reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are
required to be consistent with market participant assumptions that are reasonably available.
|
The carrying amounts of the Company's financial
assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable & accrued expenses, certain
notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments.
A recap of the derivative instruments is as follows:
Derivative Liability 2018
|
Beginning balance
|
|
$
|
(666,123
|
)
|
New Issuances
|
|
|
–
|
|
Discount on new derivative in excess of note face value
|
|
|
–
|
|
Effect on debt extinguishment
|
|
|
666,123
|
|
Ending balance
|
|
$
|
–
|
|
NOTE 5: INCOME TAXES
The provision for income taxes for the
years ended December 31, 2019 and 2018 is summarized as follows:
|
|
2019
|
|
|
2018
|
|
Current:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
–
|
|
|
$
|
–
|
|
State
|
|
|
–
|
|
|
|
–
|
|
|
|
|
–
|
|
|
|
–
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
–
|
|
|
|
–
|
|
State
|
|
|
–
|
|
|
|
–
|
|
|
|
$
|
–
|
|
|
$
|
–
|
|
The Company has federal net operating loss
carryforwards (“NOL’s) of $162,134,640 and $119,387,265, respectively, which will be available to reduce future taxable
income.
The tax effects of temporary differences
which give rise to deferred tax assets (liabilities) are summarized as follows:
|
|
YEAR ENDED DECEMBER 31,
|
|
|
|
2019
|
|
|
2018
|
|
Net operating loss carryforwards
|
|
$
|
(42,155,000
|
)
|
|
$
|
(31,073,000
|
)
|
Stock based compensation – options/warrants
|
|
|
4,257,000
|
|
|
|
2,541,000
|
|
Stock issued for services
|
|
|
971,000
|
|
|
|
971,000
|
|
Gain loss on derivative instrument
|
|
|
781,000
|
|
|
|
781,000
|
|
Disallowed entertainment expense
|
|
|
50,000
|
|
|
|
43,000
|
|
Charitable contribution limitation
|
|
|
7,000
|
|
|
|
7,000
|
|
Preferred Stock
|
|
|
25,000
|
|
|
|
25,000
|
|
Bad debt expense & reserves
|
|
|
33,000
|
|
|
|
33,000
|
|
Penalties
|
|
|
3,000
|
|
|
|
1,000
|
|
Loss on extinguishment of debt
|
|
|
1,133,000
|
|
|
|
1,133,000
|
|
Beneficial conversion features
|
|
|
77,000
|
|
|
|
77,000
|
|
Mobiquity-Spain – net loss
|
|
|
540,000
|
|
|
|
540,000
|
|
Impairment of long-lived assets
|
|
|
58,000
|
|
|
|
58,000
|
|
Stock issued for interest
|
|
|
245,000
|
|
|
|
245,000
|
|
Nondeductible insurance
|
|
|
13,000
|
|
|
|
10,000
|
|
Stock incentives
|
|
|
15,000
|
|
|
|
15,000
|
|
Derivative expense
|
|
|
480,000
|
|
|
|
480,000
|
|
Professional Fees
|
|
|
774,000
|
|
|
|
2,835,000
|
|
Gain / Loss on stock for investment
|
|
|
4,456,000
|
|
|
|
3,831,000
|
|
Gain / Loss on company stock
|
|
|
2,757,000
|
|
|
|
2,757,000
|
|
Gain / Loss on sale of warrants
|
|
|
6,931,000
|
|
|
|
1,190,000
|
|
Unrealized loss on securities
|
|
|
1,943,000
|
|
|
|
1,871,000
|
|
Acquisition expense
|
|
|
3,904,000
|
|
|
|
3,132,000
|
|
Amortization of debt discount
|
|
|
2,058,000
|
|
|
|
2,058,000
|
|
Deferred Tax Assets
|
|
|
(10,644,000
|
)
|
|
|
(6,439,000
|
)
|
Less Valuation Allowance
|
|
|
10,644,000
|
|
|
|
6,439,000
|
|
Net Deferred Tax Asset
|
|
$
|
–
|
|
|
$
|
–
|
|
A reconciliation of the federal statutory
rate to the Company’s effective tax rate is as follows:
|
|
YEARS ENDED DECEMBER 31,
|
|
|
|
2019
|
|
|
2018
|
|
Federal Statutory Tax Rate
|
|
|
21.00%
|
|
|
|
21.00%
|
|
State Taxes, net of Federal benefit
|
|
|
5.00%
|
|
|
|
5.00%
|
|
Change in Valuation Allowance
|
|
|
(26.00%
|
)
|
|
|
(26.00%
|
)
|
Total Tax Expense
|
|
|
0.00%
|
|
|
|
0.00%
|
|
NOTE 6: STOCKHOLDERS’ EQUITY (DEFICIT)
During the year ended December 31, 2018,
the Company issued 11,500,000 common stock at a price per share between $0.03 and $0.05 for original issue discount on receipt
of $406,375 in unsecured convertible promissory notes.
In September 2018, Gopher Protocol
Inc. (the “Gopher”) and the Company entered an Agreement (the “MOBQ Agreement”) pursuant to which the parties
exchanged equity interest in each of the companies. In accordance with the Agreement, Gopher will receive 1,000 shares of the Company’s
restricted Series AAAA Preferred Stock (the “the Company Preferred Stock”) in consideration of Gopher’s concurrent
sale and issuance to the Company of 10,000,000 shares of Gopher’s restricted Common Stock (the “Gopher Common Stock”).
The shares of Company Preferred Stock are convertible into an aggregate of up to 100,000,000 shares of the Company common stock
(the “Company Common Stock”) and 150,000,000 common stock purchase warrants (the “Company Warrants”). The
Company Warrants shall have a term of 5-years from the date of grant and shall be exercisable at a price of $0.12 per share and
the shares of the Company Preferred Stock shall not be convertible into shares of the Company Common Stock and the Company Warrants
shall not be contemporaneously granted until after the Company’s Board of Directors and stockholders shall have increased
the authorized number of shares of the Company’s common stock to a number sufficient to accommodate a reserve in Gopher’s
favor of 250,000,000 shares of the Company’s common stock. The Company Preferred Stock shall have immediate voting rights
equal to the number of shares of the Company Common Stock into which they may be converted, not including the shares of the Company’s
common stock underlying the Company Warrants (the “Company Warrant Shares”). A fee of 10,000,000 shares of the Company’s
common stock and warrants to purchase 15,000,000 shares was issued in connection with the transaction. The closing occurred on
September 4, 2018.
The Company agreed that for a period beginning
immediately upon the six (6)-month anniversary of the date hereof and ending on the twenty-four (24)-month anniversary of the date
hereof (the “Leak-Out Period”), The Company shall have the right to sell or otherwise transfer into the public markets
on any given day up to 20,000 shares of Gopher Common Stock. The Company may transfer all or a portion of
the shares of Gopher Common Stock otherwise at any time, so long as the receiving party adheres to the above Leak-Out Period.
In the fourth quarter of 2018, Gopher converted
200 shares of its Series AAAA Preferred Stock into 20,000,000 shares of common stock and warrants to purchase 30,000,000 shares
at an exercise price of $.12 per share. The 30,000,000 warrants were converted in a cashless exercise transaction in which Gopher
submitted to the Company 10,000,000 shares of its common stock valued at $3,600,000 in full payment of the warrants.
In the fourth quarter of 2018, the Company
received equity subscription agreements totaling $960,000, which include 50% warrant coverage, at an exercise price of $0.12 with
an expiration date of September 30, 2023. The Company issued 16,000,001 shares of common stock and 8,000,000 warrants in connection
with these transactions. Of the $960,000, $200,000 was invested by Thomas Arnost, Chairman of the Board.
In 2019, the Company sold 49,215,137 shares
of common stock with 24,369,834 warrants to purchase common stock, exercisable between $0.12 to $0.18 expiring on September 30,
2023 in exchange for cash consideration of $3,434,500, net. In 2019, the Company issued 6,835,090 shares of common stock in exchange
for services rendered. In 2019, the Company issued 65,625 shares of preferred stock series E for the exchange of a $5,250,000 senior
secured note. The Company received cash consideration of $1,132,210 in exchange for the conversion of warrants issued previously.
The company issued 80 million common stock with 150% matching warrants for the conversion of series AAAA preferred stock.
In 2019, holders of Series AAA preferred
stock converted their preferred stock into 104,417,500 shares of common stock and warrants to purchase 104,417,500 shares, with
each warrant exercisable at $.05 per share through December 31, 2019.
As approved by the Company’s Board of Directors on September
10, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”)
with the Secretary of State of the State of New York to designate the rights, preferences and limitations of 70,000 shares of the
Company’s authorized 5,000,000 shares of Preferred Stock, $.0001 par value, as Class E Preferred Stock, $0.0001 per
share (“Class E Preferred Stock”). Of the 70,000 shares of Class E Preferred Stock, 65,625 shares were issued to nine
persons, including 25,675 were issued to Mr. Katyal and 25,020 shares were issued to Mr. Mehta.
In 2019, holders of warrants expiring December
31, 2019 exercised 11,755,200 warrants and the Company received cash consideration of $146,940 in January 2020 and notes receivable
totaling $440,820, which have maturity dates in 2020.
Consulting Agreements
Upon consummation of the Merger, Mobiquity
entered into consulting agreements (the “Consulting Agreements”) with certain employees and contractors of Advangelists
(the “Consultants”), pursuant to which Mobiquity (i) issued to the Consultants warrants to purchase an aggregate of
22,246,250 shares of its common stock and (ii) agreed to transfer to the Consultants an aggregate of 1,901,389 shares of common
stock of Gopher Protocol Inc. The terms of the Consultant’s warrants are substantially similar to the terms of the warrants
issued in the merger.
NOTE 7: OPTIONS AND WARRANTS
The Company’s results for the years
ended December 31, 2019 and 2018 include employee share-based compensation expense totaling $29,812,197 and $327,405, respectively.
Such amounts have been included in the Statements of Operations within selling, general and administrative expenses and other expenses.
No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history
of operating losses.
The following table summarizes stock-based
compensation expense for the years ended December 31, 2019 and 2018:
|
|
Years Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Employee stock-based compensation – option grants
|
|
$
|
6,599,000
|
|
|
$
|
273,945
|
|
Employee stock-based compensation-stock grants
|
|
|
–
|
|
|
|
–
|
|
Non-Employee stock-based compensation – option grants
|
|
|
–
|
|
|
|
53,460
|
|
Non-Employee stock-based compensation-stock grants
|
|
|
–
|
|
|
|
–
|
|
Non-Employee stock-based compensation-warrants for retirement of debt
|
|
|
23,213,197
|
|
|
|
2,354,458
|
|
|
|
$
|
29,812,197
|
|
|
$
|
2,681,863
|
|
NOTE 8: STOCK OPTION PLANS
During Fiscal 2005, the Company established,
and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for
the granting of up to 2,000,000 non-statutory and incentive stock options and stock awards to directors, officers, consultants
and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options
and awards to be granted under the Plan to 4,000,000. During Fiscal 2009, the Company established a plan of long-term stock-based
compensation incentives for selected Eligible Participants of the Company covering 4,000,000 shares. This plan was adopted by the
Board of Directors and approved by stockholders in October 2009 and shall be known as the 2009 Employee Benefit and Consulting
Services Compensation Plan (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase
in the number of shares covered by the 2009 Plan to 10,000,000. In February 2015, the Board approved, subject to stockholder approval
within one year, an increase in the number of shares under the 2009 Plan to 20,000,000 shares; however, stockholder approval was
not obtained within the requisite one year and the anticipated increase in the 2009 Plan was canceled. In the first quarter of
2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering
10,000,000 shares (the “2016 Plan”) and approving moving all options which exceeded the 2009 Plan limits to the 2016
Plan. In December 2018, the Board of Directors adopted and in February 2019. The stockholders ratified the 2018 Employee Benefit
and Consulting Services Compensation Plan covering 30,000,000 shares (the “2018 Plan”). On April 2, 2019, the Company
approved the 2019 Plan identical to the 2018 Plan, except that the 2019 Plan covers 60 million shares. The 2019 Plan requires stockholder
approval by April 2, 2020 in order to grant incentive stock options. The 2005, 2009, 2016, 2018 and 2019 plans are collectively
referred to as the “Plans.”
All stock options under the Plans are granted
at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying
periods and generally expire either 5 or 10 years from the grant date. The fair value of options at the date of grant was estimated
using the Black-Scholes option pricing model. For option grants, the Company will take into consideration payments subject to the
provisions of ASC 718 “Stock Compensation”, previously Revised SFAS No. 123 “Share-Based Payment” (“SFAS
123 I”). The fair values of these restricted stock awards are equal to the market value of the Company’s stock on the
date of grant, after taking into certain discounts. The expected volatility is based upon historical volatility of our stock and
other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise
of options for all employees. Previously, such assumptions were determined based on historical data. The weighted average assumptions
made in calculating the fair values of options granted during the years ended December 31, 2019 and 2018 are as follows:
|
|
Years Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Expected volatility
|
|
|
242.39%
|
|
|
|
181.8%
|
|
Expected dividend yield
|
|
|
–
|
|
|
|
–
|
|
Risk-free interest rate
|
|
|
2.32%
|
|
|
|
2.83%
|
|
Expected term (in years)
|
|
|
6.00
|
|
|
|
5.00
|
|
|
|
Share
|
|
|
Weighted Average Exercise Price
|
|
|
Weighted Average Remaining Contractual Term
|
|
|
Aggregate Intrinsic Value
|
|
Outstanding, January 1, 2018
|
|
|
17,515,001
|
|
|
$
|
0.39
|
|
|
|
4.43
|
|
|
$
|
–
|
|
Granted
|
|
|
36,250,000
|
|
|
$
|
0.06
|
|
|
|
4.39
|
|
|
$
|
2,887,500
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancelled / Expired
|
|
|
(11,765,001
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2018
|
|
|
42,000,000
|
|
|
$
|
0.10
|
|
|
|
4.38
|
|
|
$
|
2.981.875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, December 31, 2018
|
|
|
42,000,000
|
|
|
$
|
0.10
|
|
|
|
4.38
|
|
|
$
|
2.981.875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, January 1, 2019
|
|
|
42,000,000
|
|
|
$
|
0.10
|
|
|
|
4.38
|
|
|
$
|
2,981,875
|
|
Granted
|
|
|
70,700,000
|
|
|
$
|
0.13
|
|
|
|
7.88
|
|
|
|
–
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancelled / Expired
|
|
|
(300,000
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, December 31, 2019
|
|
|
112,400,000
|
|
|
$
|
0.12
|
|
|
|
6.15
|
|
|
$
|
769,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, December 31, 2019
|
|
|
95,375,000
|
|
|
$
|
0.12
|
|
|
|
5.95
|
|
|
$
|
–
|
|
The weighted-average grant-date fair value
of options granted during the years ended December 31, 2019 and 2018 was $0.13 and $0.11, respectively. The aggregate intrinsic
value of options outstanding and options exercisable at December 31, 2019 and 2018 is calculated as the difference between the
exercise price of the underlying options and the market price of the Company’s common stock for the shares that had exercise
prices, that were lower than the $0.08 closing price of the Company’s common stock on December 31, 2019.
As of December 31, 2019, the fair value
of unamortized compensation cost related to unvested stock option awards was $2,272,000.
The option information provided above includes
options granted outside of the Plans, which total 1,825,000 and 2,075,000 as of December 31, 2019 and 2018.
The weighted average assumptions made in
calculating the fair value of warrants granted during the years ended December 31, 2019 and 2018 are as follows:
|
|
Years Ended
|
|
|
|
2019
|
|
|
2018
|
|
Expected volatility
|
|
|
164.85%
|
|
|
|
173.58%
|
|
Expected dividend yield
|
|
|
–
|
|
|
|
–
|
|
Risk-free interest rate
|
|
|
7.48%
|
|
|
|
2.88%
|
|
Expected term (in years)
|
|
|
3.20
|
|
|
|
5.42
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Share
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
Outstanding, January 1, 2018
|
|
|
11,814,167
|
|
|
$
|
0.20
|
|
|
|
2.58
|
|
|
$
|
–
|
|
Granted
|
|
|
164,752,034
|
|
|
$
|
0.13
|
|
|
|
8.80
|
|
|
$
|
904,784
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancelled / Expired
|
|
|
(1,040,000
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding, December 31, 2018
|
|
|
175,526,201
|
|
|
$
|
0.14
|
|
|
|
8.37
|
|
|
$
|
1,504,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercisable, December 31, 2018
|
|
|
175,526,201
|
|
|
$
|
0.14
|
|
|
|
8.37
|
|
|
$
|
1,504,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, January 1, 2019
|
|
|
175,526,201
|
|
|
$
|
0.14
|
|
|
|
8.37
|
|
|
$
|
1,504,784
|
|
Granted
|
|
|
246,244,634
|
|
|
$
|
0.02
|
|
|
|
0.38
|
|
|
$
|
2,318,002
|
|
Exercised
|
|
|
(178,857,666
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cancelled/Expired
|
|
|
(7,540,836
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding, December 31, 2019
|
|
|
235,372,333
|
|
|
$
|
0.11
|
|
|
|
5.81
|
|
|
$
|
2,500,502
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants exercisable, December 31, 2019
|
|
|
235,372,333
|
|
|
$
|
0.11
|
|
|
|
5.81
|
|
|
$
|
2,500,502
|
|
NOTE 9: LITIGATION
We are not a party
to any pending material legal proceedings, except as follow:
Washington Prime Group,
Inc., a successor in interest to Simon Property Group, L.P., commenced an action in the Marion Superior Court, County of Marion,
State of Indiana against the Company alleging default on 36 commercial leases which the Company had entered into in 36 separate
shopping mall locations across the United States. Plaintiff alleges damages from unpaid rent of $892,332. Plaintiff is seeking
a judgment from the Court to collect said unpaid rent plus attorneys’ fees and other costs of collection. The Company does
not believe that it owes any money on these leases and the Company intends to vigorously defend itself in connection with this
lawsuit.
In the Supreme Court of New York, county
of Nassau, Carter, Deluca & Farrell LP,a law firm filed a summons and Complaint against the Company seeking $113,654 in past
due legal fees allegedly owed. The Company disputes the amount owed to said firm.
NOTE 10: COMMITMENTS:
|
·
|
$5,250,000 of the principal balance remaining due under the Second Amended AVNG Note is payable by the delivery of (i) 65,625 shares of the Company’s newly designated Class E Preferred Stock, which is convertible into 65,625,000 shares the Company’s common stock, and (ii) common stock purchase warrants to purchase 32,812,500 shares of the Company’s common stock, at an exercise price of $0.12 per share (the “AVNG Warrant”).
|
|
·
|
$1,530,000 of the principal balance, inclusive of all accrued and unpaid interest, remaining due under the Second Amended AVNG Note in three equal consecutive monthly installments of $510,000, commencing on September 15, 2019 and on the 15th day of each month thereafter until paid in full.
|
The Second Amended AVNG Note provides that
upon an Event of Default (as defined in the Second Amended AVNG Note), and upon the election of the Payee, (i) the shares of Class
E Preferred Stock issuable pursuant to the terms of the Second Amended AVNG Note, and any shares of the Company’s common
stock issued upon the conversion of the Class E Preferred Stock, shall be cancelled and cease to issued and outstanding, (ii) the
AVNG Warrants (as defined below), to the extent unexercised, shall be cancelled, and (iii) the Second Amended AVNG Note shall be
cancelled and the repayment of the principal amount remaining due to Payee shall be paid in accordance with the terms of the First
Amended AVNG Note.
NOTE 11: SUBSEQUENT EVENTS
In January 2020, the Company amended
its notes with its secured lender (Gene Salkind) to provide for a balloon interest payment of $250,000, representing unpaid
interest for 2019, payable December 31, 2020.