Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 001-41117

MOBIQUITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

new york		11-3427886
(State of jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

35 Torrington Lane, SHOREHAM, NY		11786
(Address of principal executive offices		(Zip Code)

(516) 246-9422

(Registrant's telephone number)

Not Applicable

(Former name, address and fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.0001 par value	MOBQ	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	MOBQW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, as of July 7, 2023, was 38,611,261.

MOBIQUITY TECHNOLOGIES, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION		3

Item 1. Condensed Consolidated Financial Statements		3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		25

Item 3. Quantitative and Qualitative Disclosures		35

Item 4. Controls and Procedures		35

PART II. OTHER INFORMATION		37

Item 1. Legal Proceedings		37

Item lA. Risk Factors		37

Item 2. Changes in Securities		37

Item 3. Defaults Upon Senior Securities		39

Item 4. Mine Safety Disclosures		39

Item 5. Other Information		39

Item 6. Exhibits		39

SIGNATURES		42

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Mobiquity Technologies, Inc.

Consolidated Balance Sheets


	June 30,			December 31,
	2023			2022
	(Unaudited)

Assets
Current Assets
Cash	$	1,598,160		$	220,854
Accounts receivable, net		101,666			340,935
Prepaid and other current assets		11,700			59,200
Total Current Assets		1,711,526			620,989

Property and equipment, net		10,692			15,437

Goodwill		1,352,865			1,352,865
Intangible assets, net		345,916			646,284
Capitalized software development costs, net		842,575			–

Total Assets	$	4,263,574		$	2,635,575

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	1,128,260		$	2,067,244
Accrued interest - related party		–			235,563
Contract liabilities		189,790			193,598
Debt, current portion, net of debt discount		–			–
Total Current Liabilities		1,318,050			2,496,405

Long Term Liabilities
Debt, less current portion		–			150,000
Total Long-Term Liabilities		–			150,000

Total Liabilities		1,318,050			2,646,405

Stockholders' Equity
AA preferred stock; $0.0001 par value, 1,500,000 shares authorized, no shares issued and outstanding		–			–
AAA preferred stock; $0.0001 par value, 1,250,000 shares authorized, 31,413 shares issued and outstanding		3			3
Preferred stock Series C; $0.0001 par value, 1,500 shares authorized, no shares issued and outstanding		–			–
Preferred stock Series E; $80 par value, 70,000 shares authorized, 61,688 shares issued and outstanding		6			6
Preferred stock Series F; $0.0001 par value, 1 share authorized, 1 share issued and outstanding		–			–
Common stock; $0.0001 par value, 100,000,000 shares authorized, 31,436,261 and 9,311,639 shares issued and outstanding		3,145			931
Treasury stock $0.0001 par value 37,500 shares outstanding at June 30, 2023 and December 31, 2022		(1,350,000	)		(1,350,000	)
Additional paid in capital		218,625,335			211,845,452
Accumulated deficit		(214,332,965	)		(210,507,222	)
Total Stockholders' Equity (Deficit)		2,945,524			(10,830	)
Total Liabilities and Stockholders' Equity (Deficit)	$	4,263,574		$	2,635,575

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Mobiquity Technologies, Inc.

Consolidated Statements of Operations (Unaudited)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenues	$	131,515		$	1,920,954		$	263,739		$	2,463,123

Cost of revenues	$	104,089			673,769			166,897			979,896

Gross profit		27,426			1,247,185			96,842			1,483,227

Operating expenses
General and administrative expenses		1,364,170			2,103,260			2,637,704			4,479,322
Depreciation and amortization		173,809			152,705			326,022			305,232
Total operating expenses		1,537,979			2,255,965			2,963,726			4,784,554

Loss from operations		(1,510,553	)		(1,008,780	)		(2,866,884	)		(3,301,327	)

Other income (expense)
Interest expense		(382,159	)		(23,270	)		(743,396	)		(143,967	)
Loss on debt extinguishment, net		(396,323	)		(828,496	)		(396,323	)		(855,296	)
Inducement expense		–			(101,000	)		–			(101,000	)
Interest income		791			574			1,555			574
Loss on disposal of fixed assets		(695	)		–			(695	)		–
Gain on settlement of liability		–			389,495			–			389,495
Total other expense, net		(778,386	)		(562,697	)		(1,138,859	)		(710,194	)

Net loss before income taxes		(2,288,939	)		(1,571,477	)		(4,005,743	)		(4,011,521	)

Income tax benefit		180,000			–			180,000			–

Net loss		(2,108,939	)		(1,571,477	)		(3,825,743	)		(4,011,521	)

Loss per share - basic		(0.09	)		(0.20	)		(0.21	)		(0.50	)
Loss per share - diluted		(0.09	)		(0.20	)		(0.21	)		(0.50	)

Weighted average number of shares outstanding - basic		24,088,671			7,963,151			18,374,200			8,048,558
Weighted average number of shares outstanding - diluted		24,088,671			7,963,151			18,374,200			8,048,558

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Mobiquity Technologies, Inc.

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)

For the Three and Six Months Ended June 30, 2023 and June 30, 2022

Series F Preferred Stock

Series AAA Preferred Stock

Series E
Preferred Stock

Common Stock

Additional Paid-in

Treasury Shares

Accumulated

Total Stockholders' Equity

Amount

Capital

Amount

Deficit

(Deficit)

Balance, at December 31, 2022

–

31,413

61,688

9,311,639

931

211,845,452

37,500

(1,350,000

)

(210,507,222

)

(10,830

)

Incentive common stock shares and warrants issued with debt

–

522,727

708,411

–

708,464

Common stock and pre-funded warrants issued under public offering, net of issuance costs

–

3,777,634

378

3,207,122

3,207,500

Common stock issued under cashless warrant exercises and exercise of pre-funded warrants

–

3,439,893

344

(344

)

–

Stock based compensation

–

12,304

–

12,304

Net Loss

–

(1,716,804

)

(1,716,804

)

Balance, at March 31, 2023

–

31,413

61,688

17,051,893

1,706

215,772,945

37,500

(1,350,000

)

(212,224,026

)

2,200,634

Common stock and pre-funded warrants issued under public offering, net of issuance costs

–

5,625,000

563

2,527,436

–

2,527,999

Common stock issued under cashless warrant exercises and exercise of pre-funded warrants

–

6,895,379

689

(689

)

–

Common stock issued for services rendered

–

478,326

80,362

–

80,410

Common stock issued for conversion of interest

–

1,385,663

139

235,424

–

235,563

Stock based compensation

–

9,757

–

9,757

Series F preferred stock issued for cash

–

100

–

100

Net Loss

–

(2,108,939

)

(2,108,939

)

Balance, at June 30, 2023

–

31,413

61,688

31,436,261

3,145

218,625,335

37,500

(1,350,000

)

(214,332,965

)

2,945,524

	Series F Preferred Stock				Series AAA Preferred Stock				Series E Preferred Stock				Common Stock				Additional Paid-in		Treasury Shares					Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Shares		Amount			Deficit			Equity
December 31, 2021 (restated)		–		–		31,413	$	3		61,688	$	6		6,460,751	$	650	$	206,712,907		37,500	$	(1,350,000	)	$	(202,444,894	)	$	2,918,672
Stock issued for services		–		–		–		–		–		–		50,000		5		84,495		–		–			–			84,500
Stock based compensation		–		–		–		–		–		–		–		–		34,416		–		–			–			34,416
Conversion of convertible debt to common stock and warrants		–		–		–		–		–		–		1,443,333		145		2,680,020		–		–			–			2,680,165
Net Loss		–		–		–		–		–		–		–		–		–		–		–			(2,440,044	)		(2,440,044	)
Balance, at March 31, 2022 (restated)		–		–		31,413	$	3		61,688	$	6		7,954,084	$	800	$	209,511,838		37,500	$	(1,350,000	)	$	(204,884,938	)	$	3,277,709
Stock based compensation		–		–		–	$	–		–	$	–		–	$	–	$	509,338		–	$	–		$	–			509,338
Convertible notes converted to common stock and warrants related party		–		–		–	$	–		–	$	–		408,000	$	41	$	988,590		–	$	–		$	–			988,631
Net Loss		–		–		–	$	–		–	$	–		–	$	–	$	–		–	$	–		$	(1,571,477	)		(1,571,477	)
Balance, at June 30, 2022		–		–		31,413		3		61,688		6		8,362,084		841		211,009,766		37,500		(1,350,000	)		(206,456,415	)		3,204,201

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

Mobiquity Technologies, Inc.

Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
	2023			2022

Cash Flows from Operating Activities:
Net loss	$	(3,825,743	)	$	(4,011,521	)

Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for uncollectible receivables		46,458			–
Depreciation		4,050			4,863
Loss on disposal of asset		695			–
Amortization of intangible assets		300,368			300,367
Amortization of capitalized software development costs		21,604			–
Amortization of debt discount		738,141			–
Stock issued for services		–			84,500
Loss on debt extinguishment - related party		–			855,296
Loss on debt extinguishment		396,323			–
Gain on settlement of liability		–			(389,495	)
Stock-based compensation		22,061			543,754
Inducement expense		–			101,000
Income tax benefit		(180,000	)		–
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		192,811			(214,480	)
(Increase) decrease prepaid expenses and other assets		47,500			(10,125	)
Decrease in accounts payable and accrued expenses		(678,574	)		(318,919	)
Contract liabilities		(3,808	)		–
Net cash used in operating activities		(2,918,114	)		(3,054,760	)

Investing Activities
Purchase of property and equipment		–			(8,004	)
Increase in software development costs		(864,179	)		–
Net cash used in investing activities		(864,179	)		(8,004	)

Financing Activities
Proceeds from the issuance of debt, net of discounts and debt issuance costs		1,011,500			–
Repayment on notes payable		(1,587,500	)		(156,504	)
Issuance of common stock and pre-funded warrants, net of issuance costs		5,735,499			–
Proceeds from the issuance of Series F preferred stock		100			–
Net cash provided by (used in) financing activities		5,159,599			(156,504	)

Net change in cash		1,377,306			(3,219,268	)

Cash - beginning of period		220,854			5,385,245

Cash - end of period	$	1,598,160		$	2,165,977

Supplemental disclosure of cash flow Information
Cash paid for interest	$	18,489		$	141,806
Cash paid for taxes	$	294		$	325

Supplemental disclosure of non-cash investing and financing activities:
Issuance of incentive shares with debt recorded as debt discount	$	122,426		$	–
Warrants issued with debt recorded as debt discount	$	586,038		$	–
Common stock issued under cashless warrant exercises	$	1,033		$	–
Common stock issued for accrued interest	$	235,563		$	–
Common stock issued for settlement of accounts payable	$	80,410		$	–
Conversion of debt to common stock and warrants	$	–		$	2,712,500

The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

MOBIQUITY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Mobiquity Technologies, Inc. (“Mobiquity,” “we,” “our” or “the Company”), and its operating subsidiaries, is a next generation location data intelligence company. The Company provides precise unique, at-scale location data and insights on consumer’s real-world behavior and trends for use in marketing and research. We provide one of the most accurate and scaled solutions for mobile data collection and analysis, utilizing multiple geo-location technologies. The Company is seeking to implement several new revenue streams from its data collection and analysis, including, but not limited to, Advertising, Data Licensing, Footfall Reporting, Attribution Reporting, Real Estate Planning, Financial Forecasting and Custom Research. We also are a developer of advertising and marketing technology focused on the creation, automation, and maintenance of an advertising technology operating system (or ATOS). The ATOS platform blends artificial intelligence (or AI) and machine learning (ML) based optimization technology for automatic ad serving that manages and runs digital advertising campaigns.

Mobiquity Technologies, Inc. was incorporated in the State of New York and has the following subsidiaries:

Mobiquity Networks, Inc.

Mobiquity Networks, Inc. is a wholly owned subsidiary of Mobiquity Technologies, Inc., commencing operations in January 2011 and incorporated in the State of New York. 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, incorporated in the State of Delaware, and operates our ATOS platform business.

Liquidity, Going Concern and Management’s Plans

These condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying condensed consolidated financial statements, for the six months ended June 30, 2023, the Company is reporting the following:

·	Net loss of $3,825,743; and
·	Net cash used in operations of $2,918,114

Additionally, at June 30, 2023, the Company is reporting the following:

·	Accumulated deficit of $214,332,965
·	Stockholders’ equity of $2,945,524, and
·	Working capital of $393,476.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $1,598,160 on June 30, 2023.

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 six months ended June 30, 2023, and our current capital structure including equity-based instruments and our obligations and debts.

Without sufficient revenues from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company may explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these condensed consolidated financial statements are issued. These 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 growth and improvement,
·	Seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable.
·	Continuing to explore and execute prospective partnering or distribution opportunities,
·	Identifying unique market opportunities that represent potential positive short-term cash flow.

Coronavirus (“COVID-19”) Pandemic

During the year ended December 31, 2022, the Company’s financial results and operations were adversely impacted by the COVID-19 pandemic. The Company is a data location company with a specialty to drive traffic to retail stores. In the prior two (2) years, the Company suffered from the effects of the pandemic due to lack of traffic to retail stores related to mandated stay-at-home restrictions and the Company drastically curtailed its operations. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The pandemic also had an effect on the Company’s ability to attain new customers or retain existing customers, and to collect on its outstanding accounts receivable, resulting in an increase of its allowance for doubtful accounts in fiscal 2022, and the six months ended June 30, 2023, of approximately $324,000 and $46,000, respectively. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities.

These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

During the three months and six months ended June 30, 2023, the Company’s financial results and operations were not otherwise materially adversely impacted by the COVID-19 pandemic.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (U.S. GAAP) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.

Management acknowledges its responsibility for the preparation of the accompanying unaudited 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 assets and liabilities, including stock-based compensation and deferred tax asset valuation allowance, and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

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 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 unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access;

	·	Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; 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, and contract liabilities. On June 30, 2023, and December 31, 2022, 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 debt approximates its carrying value based on current financing rates available to the Company and its short-term nature.

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 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, 2023, and December 31, 2022, the Company did not have any cash equivalents.

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 Federal Deposit Insurance Company (FDIC), which is $250,000. As of June 30, 2023, and December 31, 2022, the Company had not experienced any losses on cash balances in excess of the 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. At June 30, 2023, the Company exceeded FDIC insured limits by approximately $1,350,000, and did not exceed the limits at December 31, 2022.

For the six months ended June 30, 2023, and fiscal year 2022, sales of our products to two and three customers, respectively, generated approximately 76% and 52% of our revenues, respectively. Our contracts with our customers generally do not obligate them to a specified term and they can generally terminate their relationship with us at any time with a minimal amount of notice. The loss of one of these customers could have a material adverse effect on our consolidated results of operations and financial condition.

Accounts Receivable

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 54% and 42% of outstanding accounts receivable at June 30, 2023 and December 31, 2022, respectively.

The Company had net accounts receivable of $101,666, $340,935, and $388,112 on June 30, 2023, December 31, 2022, and December 31, 2021, respectively.

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for doubtful accounts. The Company provides its allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

The allowance for doubtful accounts was approximately $1,138,000 and $1,091,000 at June 30, 2023 and December 31, 2022, respectively. This allowance relates to receivables generated in previous years for which collection is uncertain, based in part, as a result of many customers being adversely impacted by COVID-19.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of Accounting Standards Codification (ASC) 360-10-35-15 Impairment or Disposal of Long-Lived Assets. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the 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 impairments were recognized by the Company for the six months ended June 30, 2023, and the year ended December 31, 2022.

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 repairs 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, tested for impairment at least annually. In the event that 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, 2023, and December 31, 2022. No impairment of goodwill was recognized by the Company for the six months ended June 30, 2023 or 2022.

Intangible Assets

The majority of the Company’s intangible assets consist of customer relationship and the ATOS platform technology obtained through its acquisition of Advangelists LLC. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 years. See Note 3 for further details.

Software Development Costs

In accordance with ASC 985-20, Costs of Software to Be Sold, Leased, or Marketed, the Company records the cost of planning, designing, and establishing the technological feasibility of computer software intended for resale as research and development costs and charges those costs to operations when incurred and are included in general and administrative expenses on the condensed consolidated statements of operations. After technological feasibility has been established, the costs of producing a marketable product and product masters are capitalized and amortized on a straight-line basis over the estimated useful life of the software, which is five years, beginning at the date of general release to customers. The Company began capitalizing costs associated with the development of its Ad Tech Operating System for Publishers platform in January 2023 when technological feasibility was deemed to have been established. Total software development costs capitalized for the six months ended June 30, 2023, were $864,179. The platform was released to customers in May 2023. Amortization of $21,604 has been recognized on the software development costs as of June 30, 2023.

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 and FASB ASC Topic No. 815, (ASC 815) Derivatives and Hedging.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from U.S. GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance was adopted by the Company as of January 1, 2022.

Terms of financial instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and ASU 2020-06 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each period end, 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, 2023, and December 31, 2022, the Company had no derivatives classified as liabilities.

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 or debt issuance costs and amortized to interest expense in the condensed consolidated statements 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 condensed consolidated balance sheet. For the six months ended June 30, 2023, the Company recorded $738,141 in interest expense associated with the amortization of debt discounts and debt issuance costs incurred on debt issued during the quarter. There are no unamortized debt discounts remaining at June 30, 2023 as a result of full debt settlement during the quarter ended June 30, 2023. See Note 4 regarding the accounting for debt discounts and debt issuance costs during the six months ended June 30, 2023. There was no amortization of debt discounts for the year ended December 31, 2022 or unamortized debt discounts outstanding at December 31, 2022.

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 (ASC 606). In accordance with ASC 606, revenue is recognized when promised services are transferred to a customer. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

Identify the contract with a customer.

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

Identify the performance obligations in the contract.

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services (performance obligations), the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. Currently, the Company does not have any contracts that contain multiple performance obligations.

Determine the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of June 30, 2023, and December 31, 2022 contained a significant financing component.

Allocate the transaction price to performance obligations in the contract.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation.

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 or 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.

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 obligations 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, 2023, and December 31, 2022, there were $189,790 and $193,598, respectively in contract liabilities outstanding that we expect to recognize as revenue within the following fiscal year.

Revenues

All revenues recognized were derived from internet advertising for the six months ended June 30, 2023, and the year ended December 31, 2022.

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.

The Company incurred $259 in such costs during the six months ended June 30, 2023, and did not incur any advertising costs during the year ended December 31, 2022.

Stock-Based Compensation

The Company accounts for our stock-based compensation, including stock options and common stock warrants, under ASC 718 Compensation – Stock Compensation, using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the requisite service period for employee awards, which is usually the vesting period, and when the goods are obtained or services are received, for nonemployee awards. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also applies to transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

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 (ASC 740). Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that all or some portion of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as gain or loss in the period that includes the enactment date.

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 condensed 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, 2023, and December 31, 2022, the Company did not identify any uncertain tax positions that qualify for either recognition or disclosure in the condensed 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 six months ended June 30, 2023, and 2022. 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. During the quarter ended June 30, 2023, the Company recognized $180,000 in income tax benefit as a result of the noncash settlement of an income tax obligation assumed through its acquisition of Advangelists, LLC.

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.

Reclassifications

Certain reclassifications were made to the 2022 consolidated financial statements to conform to 2023 presentation, including presenting contract liabilities on its own financial statement line on the balance sheet.

Recent Issued Accounting Pronouncements

We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ deficit, 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 condensed 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 condensed consolidated financial statements of the Company.

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions: On September 30, 2022, the FASB issued ASU 2022-03 (ASU 2022-03), which clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security. The ASU also requires specific disclosures related to such an equity security, including (1) the fair value of such equity securities reflected in the balance sheet, (2) the nature and remaining duration of the corresponding restrictions, and (3) any circumstances that could cause a lapse in the restrictions. ASU 2022-03 clarifies that a “contractual restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security” and is not included in the equity security unit of account. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value (i.e., the entity should not apply a discount related to the contractual sale restriction, as stated in ASC 820-10-35-36B as amended by the ASU). The ASU also prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. For public business entities, ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU 2022-03 on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

Financial Instrument – Credit Losses: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In May 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt ASU No. 2019-05 in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption of the guidance did not have a significant impact on its consolidated financial statements and disclosures.

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08). Under ASU 2021-08, an acquirer in a business combination must apply ASC 606 principles when recognizing and measuring acquired contract assets and contract liabilities. The provisions of ASU 2021-08 are applicable for the Company for fiscal years and interim periods beginning after December 15, 2022. The Company adopted ASU 2021-08 on January 1, 2023, and the adoption of the guidance did not have a significant impact on its consolidated financial statements and disclosures.

NOTE 3 – INTANGIBLE ASSETS

Definite-Lived Intangible Asset

The Company’s definite-lived intangible assets consist of capitalized software development costs and a customer relationship asset also acquired through the Advangelists, LLC acquisition. 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, 2023			December 31, 2022

Customer relationship	5 years	$	3,003,676		$	3,003,676
Less accumulated amortization			(2,657,760	)		(2,357,392	)
Net carrying amount		$	345,916		$	646,284

Software development costs	5 years		864,179			–
Less accumulated amortization			(21,604	)		–
Net carrying value		$	842,575		$	–

During the six months ended June 30, 2023 and 2022, the Company recognized $300,368 and $300,367 in amortization expense related to other intangible assets, respectively, and $21,604 and $0 in amortization related to capitalized software development costs, respectively, which is included in general and administrative expenses on the accompanying condensed consolidated statements of operations.

Future amortization of intangible assets, for years ending December 31, is as follows:


2023	$	355,846
2024		249,324
2025		172,836
2026		172,836
2027		172,836
Thereafter		64,813
Total	$	1,188,491

NOTE 4 – DEBT

Small Business Administration Loan

In June 2020, the Company received an Economic Injury Disaster Loan of $150,000 from the Small Business Administration (SBA) which carries a thirty-year term, and interest at 3.7% per annum, with a maturity date in July of 2050. The loan is to be repaid in monthly installments, including principal and interest, of $731, beginning twelve months from the date of the loan. Total accrued and unpaid interest on the debt was $13,594 at December 31, 2022 and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. The total principal outstanding has been presented as long-term liabilities as payments required to be made in 2023 will be applied to accrued interest. On January 5, 2023, the Company paid $163,885 to the Small Business Administration to pay off all outstanding principal and accrued interest on the Company’s SBA loan.

Investor Note Payable

In conjunction with the Agreement, the Company issued 522,727 shares of common stock, or approximately 5.3% of the Company’s outstanding shares, to the Investor as an incentive on the transaction (Incentive Shares). Excluding the above referenced Investor Warrant, the shares of Common Stock exercisable pursuant to such Investor Warrant are not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. Total issuance fees of $138,500 associated with the closing of the Agreement were paid by the Company to Spartan Capital Securities LLC and the Investor’s counsel, resulting in net proceeds of $1,011,500. Approximately $163,000 of the loan proceeds were utilized to repay the outstanding principal and accrued interest under the SBA loan (see above).

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 Agreement, 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 of 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 Note 5). On June 30, 2023, the secured debt was paid in full through the proceeds of our June 2023 Offering. See Note 5.

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 Agreement. 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 (after deducting fees paid to lender) 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 and the Incentive Shares were assigned a relative fair value of $122,426, at the date of closing on the Agreement. The fair values of the Investor Warrant, the Incentive Shares, the OID of $287,500, and the $138,500 in debt issuance costs paid, were recorded as debt discounts and debt issuance costs totaling $1,134,466. Amortization associated with the total debt discounts is being recognized using the effective interest method over the term of the Investor Note, which matures on September 30, 2023. For the three and six months ended June 30, 2023, $377,149 and $738,143, respectively, in amortization on the debt discounts was recognized as interest expense on the accompanying condensed consolidated statement of operations. The remaining unamortized debt discounts at June 30, 2023 of $396,323 were written off as loss on debt extinguishment upon full settlement of the Investor Note in conjunction with proceeds received from the June 2023 Offering. See Note 5.

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital stock consists of 105,000,000 shares, comprised of 100,000,000 shares of common stock, par value $0.0001, and 5,000,000 shares of preferred stock, $0.0001 par value.

Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:

	·	1,500,000 shares as Series AA Preferred Stock, none outstanding
	·	1,250,000 shares as Series AAA Preferred Stock, 31,413 shares outstanding
	·	1,500 shares as Series C Preferred Stock, none outstanding
	·	70,000 shares as Series E Preferred Stock, 61,688 shares outstanding
	·	One 1 share of Series F Preferred Stock, currently outstanding.

Rights Under Preferred Stock

The Company’s classes of preferred stock include the following provisions:

Optional Conversion Rights

	·	Series AA preferred stock – one share convertible into 50 shares of common stock
	·	Series AAA preferred stock – one share convertible into 100 shares of common stock
	·	Series C preferred stock – one share convertible into 100,000 shares of commons stock
	·	Series E preferred stock – one share at a rate of Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020

Redemption Rights

Series E preferred stock is redeemable at any time upon 30 days’ written notice by the Company and the holders, at a rate of 100% of the Stated Value, as defined.

Warrant Coverage

Series C preferred stock carries 100% warrant coverage upon preferred stock conversion, warrants exercisable through September 20, 2023, at an exercise price of $0.12.

Series F Preferred Stock

Each Share of Series F Preferred Stock will not have rights as a security holder except for certain voting rights in connection with the Company’s Special Meeting of Stockholders held on July 21, 2023. In this regard, the Series F Preferred Stock will not have voting rights other than 70 million votes per share on the reverse stock split proposal, which proposal is contained in a proxy statement which has been submitted to shareholders. The Series F Preferred Stock share voted together with the outstanding shares of common stock of the Corporation as a single class exclusively with respect to the reverse stock split and was not entitled to vote on any other matter. The vote of the share of Series F Preferred Stock (or fraction thereof) was required to be cast in the same proportions as shares of common stock (excluding any shares of common stock that were not voted) were voted on the reverse stock split. The Series F Preferred Stock shall be redeemed (a) at any time if and when ordered by the Board of Directors in its sole discretion, or (b) automatically upon the effectiveness of the amendment to the Company’s Certificate of Incorporation implementing the reverse stock split. Dean Julia, the Chief Executive Officer, President and Treasurer, and a Director of the Company, has purchased the share of Series F Preferred Stock, which took effect upon the filing of an amendment to the Company’s Restated Certificate of Incorporation, creating the Series F Preferred Stock.

No further voting, dividend or liquidation preference rights exist as of June 30, 2023, on any class of preferred stock.

February 2023 Public 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 3,777,634 shares of common stock and pre-funded warrants to purchase 4,286,883 shares of common stock (the Shares), for net proceeds of $3,207,500 (the February 2023 Offering). In conjunction with the February 2023 Offering, which closed on February 16, 2023, the investors also received other Warrants to purchase 12,096,776 shares of common stock (Series 2023 Warrants) on a cash basis or up to 6,048,389 shares on a cashless basis. The offered Shares were priced at $0.465 per combination of one share of common stock or one pre-funded warrant, accompanied by one Series 2023 Warrant.

Each pre-funded warrant is exercisable at any time, until fully exercised, to purchase one share of common stock at an exercise price of $0.0001 per share. Each Series 2023 Warrant is exercisable for five years to purchase 1.5 shares of common stock at a cash exercise price of $0.465 per warrant share. The Series 2023 Warrants contain an alternative cashless exercise provision permitting the holder to acquire 0.75 shares of common stock for every 1.5 warrant shares 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 36,290,322 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 403,226 shares of common stock, exercisable from February 14, 2023, through February 14, 2028, at an initial exercise price of $0.5115 per share. The Company also granted the Underwriter a 45-day option to purchase up to an additional 1,209,678 shares and/or pre-funded warrants in lieu of shares and accompanying Series 2023 Warrants to purchase 1,814,517 shares at the public offering price less the underwriting discounts and commissions, to cover over-allotments, if any. No additional shares or pre-funded warrants were purchased by the Underwriter. The Company paid a cash fee to the Underwriter equal to 8% of the gross proceeds raised in the February 2023 Offering, plus a reimbursement of Underwriter fees totaling $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 4,286,883 shares of common stock and elected the alternative cashless exercise provision for the Series 2023 Warrants, resulting in the issuance of 6,048,389 shares of common stock. As of June 30, 2023, all the aforementioned pre-funded warrants and 2023 Warrants were exercised.

June 2023 Public Offering

On June 30, 2023, Mobiquity Technologies, Inc. closed on a public offering selling an aggregate of 5,625,000 shares of common stock (and 24,375,000 common stock equivalents in the form of pre-funded warrants to purchase 24,375,000 common shares) to investors pursuant to Securities Purchase Agreements at a public offering price of $0.10 per share (or $0.0999 per pre-funded warrant) (the June 2023 Offering), for total gross proceeds of $3,000,000. Placement agent fees and other offering costs totaled $472,001 and were recorded net of gross proceeds in the accompanying consolidated statement of stockholders’ equity during the quarter ended June 30, 2023. Each pre-funded warrant is exercisable at any time to purchase one share of common stock at an exercise price of $0.0001 per share. Additionally, the exercise price of pre-funded warrants are subject to customary adjustments for stock splits, stock dividends, reclassifications and the like. Spartan Capital Securities, LLC acted as the Company’s exclusive placement agent of the June 2023 Offering pursuant to a Placement Agent Agreement. The net proceeds to the Company from the sale of the shares and pre-funded warrants, after deducting the Placement Agent commissions and offering expenses payable by the Company, was approximately $2,528,000. The Company used $1,437,500 of the proceeds received from the June 2023 Offering to fully satisfy its Senior Secured 20% OID Promissory Note to Walleye Opportunities Master Fund Ltd. See Note 4. The Company plans to use the remaining funds for working capital. In July 2023, the Company also issued 7,175,000 shares of common stock upon conversion of 7,175,000 pre-funded warrants, bringing the number of outstanding common shares to 38,611,261.

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 100,000 shares of restricted common stock to Gene Salkind, Chairman of the Board, for services previously rendered, based on a per share value of $0.167. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 50,000 shares of restricted common stock each to the Company’s CEO and another member of the Board of Directors for services as directors of the Company. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 30,000 shares of common stock to Mr. Salkind as payment for accrued and unpaid interest of approximately $5,000 based on a per share value of $0.167.
	·	Grant of 71,856 shares of restricted common stock to the Company’s legal counsel as payment for accrued and unpaid services valued at $12,000 and $0.167 per share. Such shares are restricted from transfer until February 13, 2024.
	·	Issuance of 1,562,133 shares of restricted common stock at a per share value of $0.17 as payment and full settlement of outstanding accounts payable with a total carrying amount of $265,563.

Shares 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.

Shares Issued for Services

During the six months ended June 30, 2022, and June 30, 2023, the Company issued 50,000 shares of common stock, at $1.69 per share for $84,500 in exchange for services rendered. During the six months of June 30, 2023, the Company issued 478,326 shares of common stock at $0.17 per share for $80,410 in exchange for services rendered.

Shares Issued Upon Conversion of Debt

During the six months ended June 30, 2022, Dr. Gene Salkind, his wife, and a trust converted an aggregate of $2,052,500 of secured debt in exchange for 1,368,333 shares of common stock as well as warrants to purchase 684,166 shares of common stock at an exercise price of $4.00 per share through September 2029. The Company recorded a loss on debt extinguishment of $491,915 related to the conversion.

The Company also converted $150,000 of debt into 75,000 shares of common stock, having a fair value of $135,750, resulting in a gain on debt extinguishment of $14,250.

NOTE 6 – STOCK OPTION PLANS AND WARRANTS

Stock Options

During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 5,000 non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 10,000 shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 10,000 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 25,000 shares. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 25,000 shares (the “2016 Plan”) and 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 75,000 shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 150,000 shares. The 2019 Plan required stockholder approval by April 2, 2020, to be able to grant incentive stock options under the 2019 Plan. On October 13, 2021, the Board approved the “2021 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 1,100,000 post-split shares. The 2021 Plan required stockholder approval by October 13, 2022, to be able to grant incentive stock options under the 2021 Plan. The 2005 Plan, 2009 Plan, 2016 Plan, 2018 Plan, 2019 Plan and 2021 Plan are collectively referred to as the “Plans.”

In March of 2022, Anne S. Provost was elected to the board of directors and was granted 25,000 options from the Company’s 2021 Plan with immediate vesting, at an exercise price of $4.57, and expiration of December 2031.

In April of 2022 and April 2023, Dean Julia was granted 12,500 options from the Company’s 2021 Plan with immediate vesting, at an exercise price of $1.55 and $0.22 and expiration of April 2031 and April 2032, respectively.

In March and April 2023, Nate Knight and Byron Booker were each granted 25,000 options from the Company’s 2021 Plan with immediate vesting, at an exercise price of $0.22, and expiration of March 2028 and April 2028, respectively.

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. The weighted average assumptions made in calculating the fair values of options granted during the quarters ended June 30, 2023, and 2022 are as follows:

Schedule of assumptions used
	Six Months Ended June 30
	2023	2022
Expected volatility	166.87%	79.95%
Expected dividend yield	-	–
Risk-free interest rate	3.54%	2.14%
Expected term (in years)	6.67	10

Schedule of options outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		1,162,722		$	16.22		7.44	$	–
Granted		62,500		$	0.22		5.75		–
Exercised		–			–		–		–
Cancelled & expired		(48,375	)		–		–		–
Outstanding, June 30, 2023		1,176,847		$	15.20		7.18	$	–
Options exercisable, June 30, 2023		1,176,847		$	15.20		7.17	$	–

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2023, was $0.16.

The aggregate intrinsic value of options outstanding and options exercisable on June 30, 2023, 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 $0.11 closing price of the Company's common stock on June 30, 2023. Stock-based compensation expense was $9,757 and $22,061 for the three and six months ended June 30, 2023, respectively, and $509,338 and $543,754 for the three and six months ended June 30, 2022, respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statements of operations.

As of June 30, 2023, the unamortized compensation cost related to unvested stock option awards is $1,644, with $468 expected to be recognized during the remainder of fiscal 2023, $940 in fiscal 2024 and $236 in fiscal 2025.

Warrants

During the six months ended June 30, 2023, the Company issued a total of 43,775,521 common stock warrants, of which 2,613,636 were issued in connection with the 20% OID Promissory note (see Note 4). The warrants issued in connection with the 20% OID Promissory note are exercisable commencing July 1, 2023, through December 30, 2027. 16,786,885 were issued in connection with the public offering of February 2023, including 4,286,883 of pre-funded warrants (see Note 5) with a five-year contractual term, expiring February 14, 2028. On June 30, 2023, an additional 24,375,000 pre-funded warrants were issued with a five-year term in conjunction with the June 2023 Offering. During July 2023, all pre-funded warrants issued under the June 2023 Offering were exercised.

The weighted average assumptions made in calculating the fair value of warrants granted during the six months ended June 30, 2023, and 2022 are as follows:

Schedule of warrant assumptions
	Six Months Ended June 30,
	2023	2022
Expected volatility	172.63%	75.87%
Expected dividend yield	–	–
Risk-free interest rate	3.85%	2.03%
Expected term (in years)	5.00	6.25

Schedule of warrants outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		4,683,800		$	13.01		4.73	$	–
Granted		43,775,521		$	0.09		3.1043	$	246,188
Exercised*		(16,383,659	)	$	0.47		–	$	–
Expired		–		$	–		–	$	–
Outstanding, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188
Warrants exercisable, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188

*	Includes 4,286,883 of pre-funded warrants with a purchase price of $0.47, paid upon grant of warrants in February 2023. Also includes 12,096,776 warrants exercised under a cashless exercise provision resulting in the issuance of 6,048,388 common shares.

NOTE 7: EARNINGS (LOSS) PER SHARE

Pursuant to ASC 260, Earnings Per Share, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented.

Diluted earnings (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, 2023, and December 31, 2022, are as follows:

Schedule of anti dilutive securities
	June 30, 2023 (Unaudited)		December 31, 2022
Convertible notes payable and accrued interest		–		58,891
Stock options		1,176,847		1,162,721
Warrants		32,075,662		4,682,551
Total common stock equivalents		33,252,509		5,904,163

NOTE 8 – 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 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. Due to uncertainties inherent in litigation, the Company cannot predict the outcome of this matter at this time.

NOTE 9 –NASDAQ LISTING REQUIREMENTS

Our common stock and 2021 Warrants are listed on the NasdaqCM. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards.

On January 13, 2023, we received a letter from The Nasdaq Stock Market stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. Pursuant to Nasdaq’s Listing Rules, the Company has a 180-day grace period, until July 12, 2023, during which the Company may regain compliance if the bid price of its common stock closes at $1.00 per share or more for a minimum of ten consecutive business days.

If we do not regain compliance with the bid price requirement, we may be eligible for an additional 180-calendar day compliance period so long as we satisfy the criteria for initial listing on the NasdaqCM and the continued listing requirement for market value of publicly held shares and we provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. A reverse stock split requires the approval of our shareholders, and we cannot assure that we will receive the requisite shareholder vote to allow us to effectuate a stock split. In the event we are not eligible for the second grace period, the Nasdaq staff will provide written notice that our Common Stock is subject to delisting; however, we may request a hearing before the Nasdaq Hearings Panel, which request, if timely made, would stay any further suspension or delisting action by the Nasdaq pending the conclusion of the hearing process and expiration of any extension that may be granted by the Hearings Panel.

On January 4, 2023, we received a deficiency notification from the Listing Qualifications Department of The NasdaqCM notifying the Company of its noncompliance with the NasdaqCM Listing Rule 5620(a) to hold an annual meeting of shareholders within no later than one year after the end of the Company’s fiscal year end. Under NasdaqCM Rules the Company had 45 calendar days to submit a plan to regain compliance and can grant up to 180 calendar days from the fiscal year end, or until June 29, 2023, to regain compliance. In May 2023, this deficiency was cured.

On December 14, 2022, we received a deficiency letter from the Listing Qualifications Department of The NasdaqCM notifying the Company of its noncompliance with the NasdaqCM Listing Rule 5550(b)(1) for the NasdaqCM, which requires that a listed company’s stockholders’ equity be at least $2.5 million. In accordance with NasdaqCM rules, the Company had 45 calendar days from the date of the notification to submit a plan to regain compliance with NasdaqCM Listing Rule 5550(b)(1). The Company submitted a compliance plan to resolve the deficiency and regain compliance and the Company was granted up to May 30, 2023, to evidence compliance. As the Company was not in compliance on that date, the Company received a notice of delisting and is currently appealing this notice with a hearing date scheduled for July 27, 2023.

The Company intends to regain compliance with each of the applicable continued listing requirements of The NasdaqCM prior to the end of the compliance periods set forth in the Hearings Panel decision or on appeal at one or more hearings. However, until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Company’s common stock and 2021 Warrants on Nasdaq. If our common stock and 2021 Warrants cease to be listed for trading on the NasdaqCM, we would expect that our Common Stock and 2021 Warrants would be traded on one of the three tiered marketplaces of the OTC Markets Group. If Nasdaq were to delist our common stock and 2021 Warrants, it would be more difficult for our stockholders to dispose of our common stock or 2021 Warrants and more difficult to obtain accurate price quotations on our common stock or 2021 Warrants. The delisting of the Company’s common stock and 2021 Warrants from Nasdaq would have a material adverse effect on the Company’s access to capital markets, and any limitation on market liquidity or reduction in the price of its common stock as a result of that delisting would adversely affect the Company’s ability to raise capital on terms acceptable to the Company, if at all.

NOTE 10 – SUBSEQUENT EVENTS

As discussed in Note 5, in July 2023, the Company also issued 7,175,000 shares of common stock upon conversion of 7,175,000 pre-funded warrants, bringing the number of outstanding common shares to 38,611,261.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company.

The information contained in this Form 10-Q and documents incorporated herein by reference are intended to update the information contained in the Company's Form 10-K for its fiscal year ended December 31, 2022 which includes our audited financial statements for the year ended December 31, 2022 and such information presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and other information contained in such Form 10-K and other Company filings with the Securities and Exchange Commission ("SEC").

This statement contains forward-looking statements within the meaning of the Securities Act. Discussions containing such forward-looking statements may be found throughout this statement. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the matters set forth in this statement. The accompanying condensed consolidated financial statements as of June 30, 2023, and 2022 includes the accounts of Mobiquity Technologies, Inc. (the “Company”) and its wholly owned subsidiaries.

This Quarterly Report includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain risk factors discussed in our Annual Report on Form 10-K (filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2023.

Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Our Company

We are a next-generation advertising technology, data compliance and intelligence company which operates through our three proprietary software platforms in the programmatic advertising industry.

The Programmatic Advertising Industry

Programmatic advertising refers to the automated buying and selling of digital ad space. In contrast to manual advertising, which relies on human interaction and negotiation between publishers and marketers, programmatic ad buying harnesses technology to purchase digital display space. This use of software and algorithms helps streamline ad buying processes, which is why programmatic has become one of the most indispensable digital marketing tools worldwide. According to Statista, in 2021, global programmatic ad spends reached an estimated 418.4 billion U.S. dollars, with spending set to surpass 493 billion by 2022. The United States remains the leading programmatic advertising market worldwide.

Our Mission

Our mission is to help enterprises in the programmatic industry become more efficient and effective regarding the monetization of advertising, audience segments and data compliance. We do this by offering three proprietary solutions: Our ATOS platform for brands and agencies, our data intelligence platform for audience segments and targeting, and our publisher platform for privacy compliance and publisher monetization.

Our Opportunity

Due to the recent changes to Privacy Laws, such as GDPR and CCPA, along with Apple and Google’s removal of Identifiers, we believe Publishers are facing two significant issues: increasing costs due to privacy compliance laws and decreasing revenue, due to the lack of audience targeting. We believe there is a major paradigm shift occurring in the market, where user data and the targeting intelligence to use it must shift from middlemen directly to the content publishers. Publishers must own their first party data and manage their audiences’ segments in-house. We believe that irrespective of whether a publisher chooses to work with us or not, they need to find a solution that allows advertisers to buy directly from them.

Our Solutions

Programmatic Advertising Platform

Our advertising technology operating system (or ATOS) platform is a single-vendor end-to-end solution that blends artificial intelligence (or AI) and machine learning (or ML)-based optimization technology that automatically serves advertising and manages digital advertising campaigns. Our ATOS platform engages with approximately 10 billion advertisement opportunities per day.

As an automated programmatic ecosystem, ATOS increases speed and performance, by providing dynamic technology that scales in real-time. It is this proprietary cloud-based architecture that keeps costs down and allows us to pass along savings to our customers. Also, by offering more of the features inherent in a digital advertising campaign and removing the need for third-party integration of those features, we believe that our ATOS platform can be substantially more time efficient and cost efficient than other Demand-Side Platforms (or DSPs). Our ATOS platform also decreases the effective cost basis for users by integrating all the necessary capabilities at no additional cost as compared to the costs to outsource these capabilities to one or more providers in a fragmented ecosystem. DSP and bidding technologies, AdCop™ Fraud Protection, rich media and ad serving, attribution, reporting dashboard and DMP are all included in our ATOS platform.

Data Intelligence Platform

Our data intelligence platform provides precise data and insights on consumer’s real-world behavior and trends for use in marketing and research. Our management believes, based on our experience in the industry, that we provide one of the most accurate and scaled solution for data collection and analysis, utilizing multiple internally developed proprietary technologies.

We provide our data intelligence platform to our customers on a managed services basis, and also offer a self-service alternative through our MobiExchange product, which is a software-as-a-service (or SaaS) fee model. MobiExchange is a data-focused technology solution that enables users to rapidly build actionable data and insights for its own use. MobiExchange’s easy-to-use, self-service tools allow anyone to reduce the complex technical and financial barriers typically associated with turning offline data, and other business data, into actionable digital products and services. MobiExchange provides out-of-the box private labeling, flexible branding, content management, user management, user communications, subscriptions, payment, invoices, reporting, gateways to third party platforms, and help desk, among other things.

Publisher Platform for Monetization and Compliance

Our content publisher platform is a single-vendor ad tech operating system that allows publishers to better monetize their opt-in user data and advertising inventory. The platform includes tools for: consent management, audience building, a direct advertising interface and inventory enhancement. Our publisher platform provides content publishers the functionality to use its user identifier data to create inventories of profiled data segments and to target audiences with advertising using that data, in a data privacy compliant manner.

Our Revenue Sources

We target publishers, brands, advertising agencies and other advertising technology companies as our audience for our three platform products. Our sales and marketing strategy is focused on providing a de-fragmented operating system that facilitates a considerably more efficient and effective way for advertisers and publishers to transact with each other. Our goal is to become the programmatic display advertising industry standard for small and medium sized advertisers. We generate revenue from our platforms through two verticals:

	·	The first is licensing one or more of our platforms as a white-label product for use by advertising agencies, demand-side platforms (or DSP’s), brands and publishers. Under the white-label scenario, the user licenses a platform from us and is responsible for running its own business operations and is billed a percentage of amounts spent on advertising run through the platform.

	·	The second revenue stream is a managed services model, in which, the user is billed a higher percentage of revenue run through a platform, but all services are managed by us.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience, and other assumptions as the basis for making judgments. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

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 risks and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Fair Value of Financial Instruments

The Company accounts for financial instruments 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 unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access;

	·	Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; 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, and contract liabilities. On June 30, 2023, and December 31, 2022, the carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments, or they are receivable or payable on demand. The fair value of the Company’s debt approximates its carrying value based on current financing rates available to the Company and its short-term nature.

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.

Accounts Receivable

Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for doubtful accounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 Impairment or Disposal of Long-Lived Assets. Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets and compares this to the carrying amounts of the assets.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) to align revenue recognition more closely with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. To achieve this core principle, the Company applies the following five steps:

Identify the contract with a 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, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations either overtime or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

Each of the Company’s customer contracts is deemed to have a single performance obligation. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 Compensation – Stock Compensation using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the requisite service period, which is generally the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the Black-Scholes model for measuring the fair value of options and other equity instruments granted to both employees and non-employees.

When determining fair value of stock-based compensation, the Company considers the following assumptions incorporated into the Black-Scholes model:

	·	Exercise price,

	·	Expected dividends,

	·	Expected volatility,

	·	Risk-free interest rate; and

	·	Expected life of option

Recent Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Financial Instrument – Credit Losses: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. In May 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting ASU 2016-13. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may adopt ASU No. 2019-05 in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023, and the adoption of the guidance did not have a significant impact on its condensed consolidated financial statements and disclosures.

Plan of Operation

Mobiquity intends to hire several new sales and sales support individuals to help generate additional revenue using the Advangelists platform and the Mobiquity Networks MobiExchange. Mobiquity’s sales team will focus on Advertising Agencies, Brands, and publishers to help increase both supply and demand across the Advangelists platform while providing unique data segments utilizing MobiExchange. Together the Advangelists platform and MobiExchange platform create multiple revenue streams for Mobiquity. The first is licensing the Advangelists platform as a white-label product for use by Advertising Agencies, DSP’s, Publishers, and Brands. Under the White-Label scenario, the user licenses the technology and is responsible for running its own business operations and is billed a percentage of volume run through the platform. The second revenue stream is a managed services model in which the user is billed a higher percentage of revenue run through the platform, but all services are managed by the Mobiquity/Advangelists team. The third revenue model is a seat model, where the user is billed a percentage of revenue run through the platform and business operations are shared between the user and the Mobiquity/Advangelists team. Additional revenue can be generated by offering data segments and digital audiences through MobiExchange for use in omnichannel marketing programs that include but not limited to programmatic advertising email marketing and SMS. The goal of the sales team is to inform potential users of the benefits in efficiency and effectiveness of utilizing the end-to-end, fully integrated ATOS created by Advangelists and Mobiquity Networks.

Results of Operations

Quarter Ended June 30, 2023, versus Quarter Ended June 30, 2022

The following table sets forth certain selected condensed statement of operations data for the periods indicated in dollars. In addition, we note that the period-to-period comparison may not be indicative of future performance.

	Quarter Ended
	June 30, 2023			June 30, 2022
Revenues	$	131,515		$	1,920,954
Cost of revenues		104,089			673,769
Gross profit		27,426			1,247,185
General and administrative expenses		1,537,979			2,255,965
Loss from operations	$	(1,510,553	)	$	(1,008,780	)

We generated revenues of $131,515 in the second quarter of 2023 compared to $1,920,954 in the same period for 2022, a decrease in revenues of $1,789,439. The decrease from the prior period can be directly attributed to the lack of political revenue during the first six months of 2023. We anticipate an increase in political revenue during the second half of 2023, to correspond to the upcoming primary elections. Additionally, the Company has developed several new features which we believe will help grow revenue beginning in the third quarter of 2023 and beyond. We anticipate releasing one or more new products and services in mid-2023 that will address many of the changes that have affected the AdTech industry over the last year.

Cost of revenues was $104,089 or 79.1% of revenues in the first quarter of 2023 as compared to $673,769 or 35.1% of revenues in the same fiscal period of 2022. Costs of revenues include audience building, targeting features and web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of sales.

Gross profit was $27,426 or 20.9% of revenues for the second quarter of 2023 as compared to $1,247,185 in the same period of 2022 or 64.9% of revenues.

General and administrative expenses were $1,537,979 for the second quarter of fiscal 2023 compared to $2,255,965 in the comparable period of the prior year, a decrease of $717,986. Decreased operating costs primarily related to a decrease in stock-based compensation expense of approximately $499,581, computer expense of approximately $122,526 and professional fees of approximately $244,000.

The loss from operations for the second quarter of 2023 was $1,510,553 as compared to $1,008,780 for the comparable period of the prior year. While our loss from operations increased by approximately $502,000 of the continuing operations over the comparable second quarter of 2022, the continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business.

Six months Ended June 30, 2023, versus Six months Ended June 30, 2022

	Six months Ended
	June 30, 2023			June 30, 2022
Revenues	$	263,739		$	2,463,123
Cost of revenues		166,897			979,896
Gross profit		96,842			1,483,227
General and administrative expenses		2,963,726			4,784,554
Loss from operations	$	(2,866,884	)	$	(3,301,327	)

We generated revenues of $263,739 in the first six months of 2023 compared to $2,463,123 in the same period for 2022, a decrease in revenues of $2,199,384. The nationwide economic impact of COVID-19 during the past twenty-four months severely reduced operations. The Company has developed several new features which we believe will help grow revenue in 2023 and beyond. We released new ATOS4P product in May 2023, that will address many of the changes that have affected the AdTech industry over the last year.

Cost of revenues was $166,897 or 63.3% of revenues in the first six months of 2023 as compared to $979,896 or 39.8% of revenues in the same fiscal period of 2022. Costs of revenues include audience building, targeting features and web services for storage of our data and web engineers who are building and maintaining our platforms. Our ability to capture and store data for sales does not translate to increased cost of sales.

Gross profit was $96,842 or 36.7% of revenues for the first six months of 2023 as compared to $1,483,227 in the same period of 2022 or 60.2% of revenues.

General and administrative expenses were $2,963,726 for the first six months of fiscal 2023 compared to $4,784,554 in the comparable period of the prior year, a decrease of $1,820,828. Decreased operating costs primarily related to a decrease in stock-based compensation expense of $521,693, computer expense of $492,614, professional fees of $168,332, salaries of $461,789, and commissions of $162,342.

The loss from operations for the first six months of 2023 was $2,866,884 as compared to $3,301,327 for the comparable period of the prior year. Our loss from operations decreased by approximately $434,000 due to capitalization of software development costs. The continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business.

Liquidity and Capital Resources

We have a history of operating losses, and our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year ended December 31, 2022.

The Company had cash and cash equivalents of $1,598,160 at June 30, 2023. Cash used in operating activities for the six months ended June 30, 2023, was $2,918,114. This resulted primarily from a net loss of $3,825,743 offset by stock-based compensation of $22,061, amortization of intangibles of $321,972, amortization of debt discount of $738,141, decrease in accounts receivable of $192,811 and $858,574 decrease in accounts payable and accrued expenses, and decrease in prepaid expenses and other assets of $47,500. Cash used in investing activities results from an increase in capitalized software development costs of $864,179. Cash flow used in financing activities of $5,159,599 resulted primarily from cash paid on loans of $1,587,500, net proceeds from the issuance of debt $1,011,500, and the issuance of common stock and pre-funded warrants of $5,735,499.

The Company had cash and cash equivalents of $2,165,977 at June 30, 2022. Cash used in operating activities for the six months ended June 30, 2022, was $3,054,760. This resulted primarily from a net loss of $4,011,521 offset by stock-based compensation of $543,754, amortization of intangible assets of $300,367, common stock issued for services of $84,500, increase in accounts receivable of $214,480 and $318,919 decrease in accounts payable and accrued expenses, gain on settlement of liability $389,495, loss on debt extinguishment of $855,296, and an inducement expense of $101,000. Cash used in investing activities results from the purchase of property and equipment of $8,004. Cash flow used in financing activities of $156,504 resulted from cash paid on long-term debt.

Our company commenced operations in 1998 and was initially funded by our three founders, each of whom has made demand loans to our company that have been repaid. Since 1999, we have relied on equity financing and borrowings from outside investors to supplement our cash flow from operations and expect this to continue in 2023 and beyond until cash flow from our proximity marketing operations becomes substantial.

Other Debt Transactions

In June 2020, the Company received an Economic Injury Disaster Loan of $150,000 from the Small Business Administration (SBA) which carries a thirty-year term, and interest at 3.7% per annum, with a maturity date in July of 2050. The loan is to be repaid in monthly installments, including principal and interest, of $731, beginning twelve months from the date of the loan. Total accrued and unpaid interest on the debt was $13,594 at December 31, 2022 and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. The total principal outstanding has been presented as long-term liabilities as payments required to be made in 2023 will be applied to accrued interest. On January 5, 2023, the Company paid $163,885 to the Small Business Administration to pay off principal and accrued interest on the Company’s SBA loan.

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 “Agreement”) 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, less the 20% OID of $287,500, for a net subscription amount of $1,150,000 (the “Investor Note”), and (ii) a five year warrant to purchase 2,613,636 shares of the Company’s common stock at an exercise price of $0.44 per share, exercisable commencing July 1, 2023 and expiring December 30, 2027 (the “Investor Warrant”). Proceeds from the Agreement were received by the Company in January 2023.

In conjunction with the Agreement, the Company issued 522,727 shares of common stock, or approximately 5.3% of the Company’s outstanding shares, to the Investor as an incentive on the transaction (Incentive Shares). Excluding the above referenced Investor Warrant, the shares of Common Stock exercisable pursuant to such Investor Warrant are not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. Total issuance fees of $138,500 associated with the closing of the Agreement were paid by the Company to Spartan Capital Securities LLC and the Investor’s counsel. Approximately $163,000 of the loan proceeds were utilized to repay the outstanding principal and accrued interest under the SBA loan.

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 Agreement, who hold the purchased Company securities at the time the prepayment demand, is made 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 of 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 Note 5). This secured loan was paid off on June 30, 2023, upon the closing of the June 2023 Offering described herein.

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 Agreement. 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 and the Incentive Shares were assigned a relative fair value of $122,426, at the date of closing on the Agreement. The fair values of the Investor Warrant, the Incentive Shares, the OID, and the $138,500 in debt issuance costs paid, were recorded as debt discounts totaling $1,134,466, and are presented net against the debt principal outstanding on the accompanying condensed consolidated balance sheet at June 30, 2023. Amortization associated with the total debt discounts is being recognized using the effective interest method over the term of the Investor Note, which matures on September 30, 2023. For the quarter ended June 30, 2023, $377,149 in amortization on the debt discounts was recognized as interest expense on the accompanying condensed consolidated statement of operations, and the remaining unamortized debt discounts of $396,323 were written off as loss on debt extinguishment upon full settlement of the Investor Note in conjunction with proceeds received from the June 2023 Offering.

February 2023 Public Offering

June 2023 Public Offering

On June 30, 2023, Mobiquity Technologies, Inc. closed on a public offering selling an aggregate of 5,625,000 shares of common stock (and 24,375,000 common stock equivalents in the form of pre-funded warrants to purchase 24,375,000 common shares) to investors pursuant to Securities Purchase Agreements at a public offering price of $0.10 per share (or $0.0999 per pre-funded warrant) (the June 2023 Offering), for total gross proceeds of $3,000,000. Placement agent fees and other offering costs totaled $472,001 and were recorded net of gross proceeds in the condensed consolidated statement of stockholders’ equity during the quarter ended June 30, 2023. Each pre-funded warrant is exercisable at any time to purchase one share of common stock at an exercise price of $0.0001 per share. Additionally, the exercise price of pre-funded warrants are subject to customary adjustments for stock splits, stock dividends, reclassifications and the like. Spartan Capital Securities, LLC acted as the Company’s exclusive placement agent of the June 2023 Offering pursuant to a Placement Agent Agreement. The net proceeds to the Company from the sale of the shares and pre-funded warrants, after deducting the Placement Agent commissions and offering expenses payable by the Company, was approximately $2,528,000. The Company used $1,437,500 of the proceeds received from the June 2023 Offering to fully satisfy its Senior Secured 20% OID Promissory Note to Walleye Opportunities Master Fund Ltd. See Note 4. The Company plans to use the remaining funds for working capital. In July 2023, the Company also issued 7,175,000 shares of common stock upon conversion of 7,175,000 pre-funded warrants, bringing the number of outstanding common shares to 38,611,261.

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 100,000 shares of restricted common stock to Gene Salkind, Chairman of the Board, for services previously rendered, based on a per share value of $0.167. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 50,000 shares of restricted common stock each to the Company’s CEO and another member of the Board of Directors for services as directors of the Company. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 30,000 shares of common stock to Mr. Salkind as payment for accrued and unpaid interest of approximately $5,000 based on a per share value of $0.167.
	·	Grant of 71,856 shares of restricted common stock to the Company’s legal counsel as payment for accrued and unpaid services valued at $12,000 and $0.167 per share. Such shares are restricted from transfer until February 13, 2024.
	·	Issuance of 1,562,133 shares of restricted common stock at a per share value of $0.17 as payment and full settlement of outstanding accounts payable with a total carrying amount of $265,563.

The effects on the Company’s consolidated financial statements included an increase in stockholders’ equity of $282,573.

Off-Balance Sheet Arrangements

As of June 30, 2023, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the disclosure controls and procedures as of December 31, 2022, and quarterly since that date. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2023, due primarily to the Company’s lack of segregation of duties in the finance and accounting department similar to other companies our size.

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

There were changes in the Company's internal control over financial reporting during the most recently completed fiscal year, which includes the integration of the new staff, that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

We performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, the management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Continuing Internal Controls Remediation Efforts

During fiscal 2022 the Company identified control gaps and deficiencies. The Company has worked to remediate the gaps, deficiencies, and material weaknesses in its internal controls. The Board of Directors and The Audit Committee, as a priority, initiated these remediation activities to ensure the Company has proper internal controls over financial reporting and corporate governance. These steps will continue in fiscal 2023. To demonstrate these controls are effective, the Company has instituted independent monitoring and testing of these aforementioned controls.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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. Due to uncertainties inherent in litigation, the Company cannot predict the outcome of this matter at this time.

ITEM 1A. RISK FACTORS

Incorporated by reference are the risk factors contained in our Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2. CHANGES IN SECURITIES.

(a) For fiscal 2022, we had no sales or issuances of unregistered capital stock, except as referenced above and in the table below:

Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers		Exemption from Registration Claimed	If Option, Warrant or Convertible Security, terms of exercise or conversion
Jan – June 2022	Common Stock	50,000 shares	Services rendered		Rule 506, Section 4(2)	Not applicable

Jan – June 2022	Common Stock	1,443,333 shares 684,166 warrants	Note conversion of $2,502,500 of Secured debt and $150,000 of unsecured debt		Section 3(a)(9)	Secured debt converted at $1.25 and $1.50 per share and unsecured debt converted at $2.00 and $4.00 per share (1)(2)

Jan – June 2022	Common Stock	408,000 shares and 204,000 warrants	Note conversion of $510,000	Section 3(a)(9)		Secured debt converted at $1.25 per share (2)

______________

(1)	The secured investor converted $2,502,500 of principal into 1,368,333 common shares and warrants to purchase 684,166 shares of common stock at an exercise price of $4.00 per share through September 2029.
(2)	The secured investor converted $510,000 of principal into 408,000 common shares and warrants to purchase 204,000 shares of common stock at an exercise price of $4.00 per share through September 2029.

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 Agreement), which closed on January 4, 2023, for the Investor to purchase from the Company (i) a senior secured 20% OID nine-month promissory note in an aggregate original principal amount of $1,437,500 (the Investor Note), and (ii) a five year warrant to purchase 2,613,636 shares of the Company’s common stock at an exercise price of $0.44 per share which is not exercisable until July 1, 2023 (the Investor Warrant). A total of 522,727 shares of Common Stock, or approximately 7.5% of the Company’s outstanding shares of Common Stock (post-issuance), were issued to the Investor as an incentive on the transaction, excluding the above referenced Investor Warrant, the shares of Common Stock exercisable pursuant to such Investor Warrant not being considered beneficially owned by the Investor until the Investor Warrant is exercisable within 60 days. A fee of $103,500 plus warrants to purchase 26,136 shares of Common Stock, exercisable at $0.484 per share, were issued to Spartan Capital Securities LLC. These warrants were subsequently cancelled on February 7, 2023. Approximately $163,000 of the loan proceeds were utilized to retire a small business loan originally in the principal amount of $150,000. 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 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 the offering covered by this prospectus who hold the purchased Company securities at the time the prepayment demand is made unanimously consent to the prepayment. We expect we will rely on proceeds from future fundings or cashflow from operations to repay the Note on the maturity date or earlier at our option, or if the investor demands prepayment which is consented to. If we are unable to raise additional funding after the recently completed offering or do not generate sufficient cashflow to repay the Note when due, we will be in default under the Note if we do not pay it. 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 of 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. We have completed various other financings as described under the Notes to Consolidated Financial Statements. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933, as amended.

b) From January 1, 2023, through June 30,2023, we had no sales or issuances of unregistered capital stock, except as referenced above and in the table below:

Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or Other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, terms of exercise or conversion

Jan. – June 2023	Common Stock	10,335,272	Warrant conversion	Section 3(a)(9)	Each warrant exercise price $0.465

Jan. – June 2023	Common stock	478,326 shares	Services rendered	Rule 506, Section 4(2)	Not applicable

Jan – June 2023	Common Stock	9,402,634 shares 36,726,400 warrants	Shares sold for cash	Rule506;Section 4(2)	Not applicable

Jan – June 2023	Common Stock	522,727 shares	Original issue discount	Rule506;Section 4(2)	Not applicable

Jan – June 2023	Common Stock	1,385,663 shares	Interest conversion	Rule506;Section	Not applicable

_________________

(1)	The secured investor converted $2,502,500 of principal into 1,368,333 common shares and warrants to purchase 684,166 shares of common stock at an exercise price of $4.00 per share through September 2029.
(2)	The secured investor converted $510,000 of principal into 408,000 common shares and warrants to purchase 204,000 shares of common stock at an exercise price of $4.00 per share through September 2029.

In the six months ended June 30, 2023, and 2022, there were no repurchases by the Company of its Common Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

Exhibit
Number		Exhibit Title
1		Placement Agent Agreement*****
2.1		Agreement and Plan of Merger dated November 20, 2018 between Mobiquity Technologies, Inc., Glen Eagles Acquisition LP, Avng Acquisition Sub, LLC, Advangelists, LLC, and Deepankar Katyal as Member Representative (the “Advangelists Merger Agreement”) (Incorporated by reference to Form 8-K dated December 11, 2018.)
2.2		First Amendment to the Advangelists Merger Agreement dated December 6, 2018 (Incorporated by reference to Form 8-K dated December 11, 2018.)
2.3		Membership Interest Purchase Agreement dated as of April 30, 2019 between Mobiquity Technologies, Inc. and Glen Eagles Acquisition LP (Incorporated by reference to Form 8-K dated April 30, 2019.)
2.4		Membership Interest Purchase Agreement, effective as of May 8, 2019 between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.)
2.5		Assignment and Assumption Agreement effective as of May 8, 2019 between Mobiquity Technologies, Inc. and Gopher Protocol, Inc. (Incorporated by reference to Form 8-K dated May 10, 2019.)
2.6		Stock Purchase Agreement, effective as of September 13, 2019, by and between Mobiquity Technologies, Inc. and GBT Technologies, Inc. (Incorporated by reference to Form 8-K dated September 13, 2019.)
2.7		Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Dr. Gene Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
2.8		Subscription Agreement, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Marital Trust GST Subject U/W/O Leopold Salkind (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
2.9		Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
2.10		Securities Purchase Agreement dated September 20, 2021 by and between Mobiquity Technologies, Inc. and Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
2.11		Securities Purchase Agreement dated December 30, 2022 with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023)
3.1		Certificate of Incorporation filed March 26, 1998 (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.2		Amendment to Certificate of Incorporation filed June 10, 1999 (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.3		Amendment to Certificate of Incorporation approved by stockholders in 2005(Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.4		Amendment to Certificate of Incorporation dated September 11, 2008 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.5		Amendment to Certificate of Incorporation dated October 7, 2009 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.6		Amendment to Certificate of Incorporation dated May 18, 2012 (Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2012.)
3.7		Amendment to Certificate of Incorporation dated September 10, 2013 (Incorporated by reference to Registrant’s Form 8-K filed on September 11, 2013.)

3.8		Amendment to Certificate of Incorporation filed December 22, 2015 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2015.)
3.9		Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.)
3.10		Amendment to Certificate of Incorporation dated February 28, 2017 (Incorporated by reference to Form 8-K dated March 1, 2017.)
3.11		Amendment to Certificate of Incorporation dated September 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.12		Amendment to Certificate of Incorporation dated February 2019 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.13		Amendment to Certificate of Incorporation dated December 17, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.14		Amendment to Certificate of Incorporation dated December 4, 2018 (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
3.15		Restated Certificate of Incorporation dated July 16, 2019 (Incorporated by reference to Form 8-K dated July 15, 2019.)
3.16		Amendment to Certificate of Incorporation-Series dated September 23, 2019***
3.17		Amendment to Certificate of Incorporation dated August 24, 2020***
3.18		Amendment to Restated Certificate of Incorporation dated June 15, 2023*****
3.19		Amended By-Laws (Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005)
3.20		2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.)
3.21		November 2021 Amendment to By-Laws****
3.22		Amendment No. 3 to Bylaws (Incorporated by reference to Form 8-K filed with the SEC on May 16, 2023.)
4.1		Amended and Restated $7,512,500 Promissory Note dated as of May 10, 2019 from Mobiquity Technologies, Inc. to Deepanker Katyal, as representative of the former members of Advangelists, LLC (Incorporated by reference to Form 8-K dated May 10, 2019.)
4.2		Second Amended and Restated Promissory Note, dated as of September 13, 2019, by and between Mobiquity Technologies, Inc. and Deepankar Katyal, as representative of the former owners of Advangelists, LLC (Incorporated by reference to Form 8-K dated September 13, 2019.)
4.3		Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K dated September 13, 2019.)
4.4		Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of September 13, 2019 (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.5		Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of December 31, 2019 ***
4.6		Second Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of April 1, 2019***
4.7		Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of September 13, 2019 (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.8		Amended and Restated Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of December 31, 2019***
4.9		Second Amended and Restated Convertible Promissory Note in favor of Marital Trust GST Subject U/W/O Leopold Salkind, dated as of April 1, 2019***
4.10		Form of Lender Warrant (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
4.11		Promissory Note in favor of Talos Victory Fund, LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.12		Promissory Note in favor of Blue Lake Partners LLC dated September 20, 2021 (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.13		Common Stock Purchase Warrant dated September 20, 2021 issued to Talos Victory Fund, LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.14		Common Stock Purchase Warrant dated September 20, 2021 issued to Blue Lake Partners LLC (Incorporated by reference to Form 8-K dated September 20, 2021.)
4.15		Form of 2021 Representative’s warrant***
4.16		Form of 2021Warrant Agent Agreement by and between the Company and Continental Stock Transfer & Trust Company***
4.17		Form of 2021 Warrant (Annex C to the Form of Warrant Agent Agreement attached as Exhibit 4.16)***
4.18		Form of Representative’s Warrant****
4.19		Form of Series 2023 Warrant****
4.20		Form of Pre-funded Warrant (February 2023)****
4.21		Form of Investor Convertible Debt Subscription Agreement (5% Original Issue Discount)***
4.22		Form of Investor Convertible Debt Subscription Agreement (10% Original Issue Discount)***
4.23		Form of Investor Convertible Debt Subscription Agreement (10% Annual Interest)***
4.24		Promissory Note dated December 30, 2022 issued to Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023)

4.25		Amendment dated February 7, 2023 to Promissory Note dated December 30, 2022 issued to Walleye****
4.26		Warrant dated December 30, 2022 issued to Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023)
4.27		Form of Pre-funded Warrant for the Offering*****
4.28		Form of Placement Agent Warrant*****
4.29		Amendment dated February 13, 2023 to Promissory Note dated December 30, 2022 issued to Walleye*****
4.30		Sales Purchase Agreement*****
10.1		Employment Agreement dated April 2, 2019 – Dean L. Julia (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.2		Employment Agreement dated April 2, 2019 – Sean Trepeta (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.3		Employment Agreement dated April 2, 2019 – Paul Bauersfeld (Incorporated by reference to Form 10-K/A filed with the SEC on April 26, 2019.)
10.4		Employment Agreement dated January 4, 2022 – Deepanker Katyal (Incorporated by reference to Form 10-K filed with the SEC on March 30, 2022)
10.5		Security Agreement and Subsidiary Guarantee with Walleye (Incorporated by reference to Form 8-K filed with the SEC on January 4, 2023)
10.6		Form of Escrow Agreement for the Offering*****
21.1		Subsidiaries of the Issuer (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2018.)
31.1		Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2		Rule 13a-14(a) Certification in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2		Certification pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
99.1		2005 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Registrant’s Registration Statement on Form 10-SB/A filed with the Commission March 21, 2005.)
99.2		Amendment to 2005 Plan (Incorporated by reference to the Registrant's Form 10-QSB/A filed with the Commission on August 15, 2005.)
99.3		2009 Employee Benefit and Consulting Services Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.)
99.4		2018 Employee Benefit and Consulting Services Compensation Plan. (Incorporated by reference to Definitive Proxy Statement filed with the SEC on January 11, 2019.)
99.5		2021 Employee Benefit and Consulting Compensation Plan***
99.6		2023 Equity Participation Plan (Incorporated by reference to Definitive Proxy Statement filed with the SEC on April 18, 2023.)

101.INS		Inline XBRL Instance Document *
101.SCH		Inline Document, XBRL Taxonomy Extension *
101.CAL		Inline Calculation Linkbase, XBRL Taxonomy Extension Definition *
101.DEF		Inline Linkbase, XBRL Taxonomy Extension Labels *
101.LAB		Inline Linkbase, XBRL Taxonomy Extension *
101.PRE		Inline Presentation Linkbase *

_______________

*	Filed herewith.
**	To be filed by amendment
***	Previously filed under Form S-1 Registration Statement, File No. 333-260364
****	Previously filed under Form S-1 Registration Statement File No.333-269293
*****	Previously filed under Form S-1 Registration Statement File No. 333-272572

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOBIQUITY TECHNOLOGIES, INC.

Date: July 25, 2023	By:	/s/ Dean L. Julia
		Dean L. Julia,
		Principal Executive Officer


Date: July 25, 2023	By:	/s/ Sean McDonnell
		Sean McDonnell,
		Principal Financial Officer

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Dean L. Julia, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mobiquity Technologies, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared.

b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 25, 2023	/s/ DEAN L. JULIA
	DEAN L. JULIA,
	PRINCIPAL EXECUTIVE OFFICER

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Sean McDonnell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Mobiquity Technologies, Inc.

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 25, 2023	/s/ SEAN MCDONNELL
	SEAN MCDONNELL, PRINCIPAL FINANCIAL OFFICER

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mobiquity Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dean L. Julia, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/ DEAN L. JULIA
	DEAN L. JULIA
	PRINCIPAL EXECUTIVE OFFICER
Date: July 25, 2023

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Mobiquity Technologies, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sean McDonnell, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

	/s/ SEAN MCDONNELL
	SEAN MCDONNELL
	PRINCIPAL FINANCIAL OFFICER
Date: July 25, 2023

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 07, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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
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		38,611,261
Common Stock, $.0001 par value
Title of 12(b) Security	Common Stock, $.0001 par value
Trading Symbol	MOBQ
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	MOBQW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 1,598,160	$ 220,854
Accounts receivable, net	101,666	340,935
Prepaid and other current assets	11,700	59,200
Total Current Assets	1,711,526	620,989
Property and equipment, net	10,692	15,437
Goodwill	1,352,865	1,352,865
Intangible assets, net	345,916	646,284
Capitalized software development costs, net	842,575	0
Total Assets	4,263,574	2,635,575
Current Liabilities
Accounts payable and accrued expenses	1,128,260	2,067,244
Accrued interest - related party	0	235,563
Contract liabilities	189,790	193,598
Debt, current portion, net of debt discount	0	0
Total Current Liabilities	1,318,050	2,496,405
Long Term Liabilities
Debt, less current portion	0	150,000
Total Long-Term Liabilities	0	150,000
Total Liabilities	1,318,050	2,646,405
Stockholders' Equity
Common stock; $0.0001 par value, 100,000,000 shares authorized, 31,436,261 and 9,311,639 shares issued and outstanding	3,145	931
Treasury stock $0.0001 par value 37,500 shares outstanding at June 30, 2023 and December 31, 2022	(1,350,000)	(1,350,000)
Additional paid in capital	218,625,335	211,845,452
Accumulated deficit	(214,332,965)	(210,507,222)
Total Stockholders' Equity (Deficit)	2,945,524	(10,830)
Total Liabilities and Stockholders' Equity (Deficit)	4,263,574	2,635,575
Series A A Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	0	0
A A A Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	3	3
Series C Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	0	0
Series E Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	6	6
Series F Preferred Stock [Member]
Stockholders' Equity
Preferred Stock, Value, Issued	$ 0	$ 0

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock par value	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	31,436,261	9,311,639
Common stock outstanding	31,436,261	9,311,639
Treasury Stock par value	$ 0.0001	$ 0.0001
Treasury Stock shares outstanding	37,500	37,500
Series A A Preferred Stock [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	1,500,000	1,500,000
Preferred Stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series A A A 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 C Preferred Stock [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	1,500	1,500
Preferred Stock shares issued	0	0
Preferred stock shares outstanding	0	0
Series E Preferred Stock [Member]
Preferred Stock par value	$ 80	$ 80
Preferred Stock shares authorized	70,000	70,000
Preferred Stock shares issued	61,688	61,688
Preferred stock shares outstanding	61,688	61,688
Series F Preferred Stock [Member]
Preferred Stock par value	$ 0.0001	$ 0.0001
Preferred Stock shares authorized	1	1
Preferred Stock shares issued	1	1
Preferred stock shares outstanding	1	1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 131,515	$ 1,920,954	$ 263,739	$ 2,463,123
Cost of revenues	104,089	673,769	166,897	979,896
Gross profit	27,426	1,247,185	96,842	1,483,227
Operating expenses
General and administrative expenses	1,364,170	2,103,260	2,637,704	4,479,322
Depreciation and amortization	173,809	152,705	326,022	305,232
Total operating expenses	1,537,979	2,255,965	2,963,726	4,784,554
Loss from operations	(1,510,553)	(1,008,780)	(2,866,884)	(3,301,327)
Other income (expense)
Interest expense	(382,159)	(23,270)	(743,396)	(143,967)
Loss on debt extinguishment, net	(396,323)	(828,496)	(396,323)	(855,296)
Inducement expense	0	(101,000)	0	(101,000)
Interest income	791	574	1,555	574
Loss on disposal of fixed assets	(695)	0	(695)	0
Gain on settlement of liability	0	389,495	0	389,495
Total other expense, net	(778,386)	(562,697)	(1,138,859)	(710,194)
Net loss before income taxes	(2,288,939)	(1,571,477)	(4,005,743)	(4,011,521)
Income tax benefit	180,000	0	180,000	0
Net loss	$ (2,108,939)	$ (1,571,477)	$ (3,825,743)	$ (4,011,521)
Loss per share - basic	$ (0.09)	$ (0.20)	$ (0.21)	$ (0.50)
Loss per share - diluted	$ (0.09)	$ (0.20)	$ (0.21)	$ (0.50)
Weighted average number of shares outstanding - basic	24,088,671	7,963,151	18,374,200	8,048,558
Weighted average number of shares outstanding - diluted	24,088,671	7,963,151	18,374,200	8,048,558

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series F Preferred Stocks [Member]	Series A A A Preferred Stocks [Member]	Series E Preferred Stocks [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Balance, at March 31, 2022 (restated) at Dec. 31, 2021	$ 0	$ 3	$ 6	$ 650	$ 206,712,907	$ (1,350,000)	$ (202,444,894)	$ 2,918,672
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	31,413	61,688	6,460,751		37,500
Stock issued for services				$ 5	84,495			84,500
Stock issued for services, shares				50,000
Stock based compensation					34,416			34,416
Conversion of convertible debt to common stock and warrants				$ 145	2,680,020			2,680,165
Conversion of convertible debt to common stock and warrants, shares				1,443,333
Net Loss							(2,440,044)	(2,440,044)
Ending balance, value at Mar. 31, 2022	$ 0	$ 3	$ 6	$ 800	209,511,838	$ (1,350,000)	(204,884,938)	3,277,709
Shares, Outstanding, Ending Balance at Mar. 31, 2022	0	31,413	61,688	7,954,084		37,500
Balance, at March 31, 2022 (restated) at Dec. 31, 2021	$ 0	$ 3	$ 6	$ 650	206,712,907	$ (1,350,000)	(202,444,894)	2,918,672
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	31,413	61,688	6,460,751		37,500
Net Loss								(4,011,521)
Ending balance, value at Jun. 30, 2022	$ 0	$ 3	$ 6	$ 841	211,009,766	$ (1,350,000)	(206,456,415)	3,204,201
Shares, Outstanding, Ending Balance at Jun. 30, 2022	0	31,413	61,688	8,362,084		37,500
Balance, at March 31, 2022 (restated) at Mar. 31, 2022	$ 0	$ 3	$ 6	$ 800	209,511,838	$ (1,350,000)	(204,884,938)	3,277,709
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	0	31,413	61,688	7,954,084		37,500
Stock based compensation					509,338			509,338
Convertible notes converted to common stock and warrants related party				$ 41	988,590			988,631
Convertible notes converted to common stock and warrants related party, shares				408,000
Net Loss							(1,571,477)	(1,571,477)
Ending balance, value at Jun. 30, 2022	$ 0	$ 3	$ 6	$ 841	211,009,766	$ (1,350,000)	(206,456,415)	3,204,201
Shares, Outstanding, Ending Balance at Jun. 30, 2022	0	31,413	61,688	8,362,084		37,500
Balance, at March 31, 2022 (restated) at Dec. 31, 2022	$ 0	$ 3	$ 6	$ 931	211,845,452	$ (1,350,000)	(210,507,222)	(10,830)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	0	31,413	61,688	9,311,639		37,500
Incentive common stock shares and warrants issued with debt				$ 53	708,411			708,464
Incentive common stock shares and warrants issued with debt, shares				522,727
Common stock and pre-funded warrants issued under public offering, net of issuance costs				$ 378	3,207,122			3,207,500
Common stock and pre-funded warrants issued under public offering, net of issuance costs, shares				3,777,634
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants				$ 344	(344)
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants, shares				3,439,893
Stock based compensation					12,304			12,304
Net Loss							(1,716,804)	(1,716,804)
Ending balance, value at Mar. 31, 2023	$ 0	$ 3	$ 6	$ 1,706	215,772,945	$ (1,350,000)	(212,224,026)	2,200,634
Shares, Outstanding, Ending Balance at Mar. 31, 2023	0	31,413	61,688	17,051,893		37,500
Balance, at March 31, 2022 (restated) at Dec. 31, 2022	$ 0	$ 3	$ 6	$ 931	211,845,452	$ (1,350,000)	(210,507,222)	(10,830)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	0	31,413	61,688	9,311,639		37,500
Net Loss								(3,825,743)
Ending balance, value at Jun. 30, 2023	$ 0	$ 3	$ 6	$ 3,145	218,625,335	$ (1,350,000)	(214,332,965)	2,945,524
Shares, Outstanding, Ending Balance at Jun. 30, 2023	1	31,413	61,688	31,436,261		37,500
Balance, at March 31, 2022 (restated) at Mar. 31, 2023	$ 0	$ 3	$ 6	$ 1,706	215,772,945	$ (1,350,000)	(212,224,026)	2,200,634
Shares, Outstanding, Beginning Balance at Mar. 31, 2023	0	31,413	61,688	17,051,893		37,500
Common stock and pre-funded warrants issued under public offering, net of issuance costs				$ 563	2,527,436			2,527,999
Common stock and pre-funded warrants issued under public offering, net of issuance costs, shares				5,625,000
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants				$ 689	(689)
Common stock issued under cashless warrant exercises and exercise of pre-funded warrants, shares				6,895,379
Common stock issued for services rendered				$ 48	80,362			80,410
Common stock issued for services rendered, shares				478,326
Common stock issued for conversion of interest				$ 139	235,424			235,563
Common stock issued for conversion of interest, shares				1,385,663
Stock based compensation					9,757			9,757
Series F preferred stock issued for cash					100			100
Net Loss							(2,108,939)	(2,108,939)
Ending balance, value at Jun. 30, 2023	$ 0	$ 3	$ 6	$ 3,145	$ 218,625,335	$ (1,350,000)	$ (214,332,965)	$ 2,945,524
Shares, Outstanding, Ending Balance at Jun. 30, 2023	1	31,413	61,688	31,436,261		37,500

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (3,825,743)	$ (4,011,521)
Adjustments to reconcile net loss to net cash used in operating activities:
Allowance for uncollectible receivables	46,458	0
Depreciation	4,050	4,863
Loss on disposal of asset	695	0
Amortization of intangible assets	300,368	300,367
Amortization of capitalized software development costs	21,604	0
Amortization of debt discount	738,141	0
Stock issued for services	0	84,500
Loss on debt extinguishment - related party	0	855,296
Loss on debt extinguishment	396,323	0
Gain on settlement of liability	0	(389,495)
Stock-based compensation	22,061	543,754
Inducement expense	(0)	101,000
Income tax benefit	(180,000)	(0)
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable	192,811	(214,480)
(Increase) decrease prepaid expenses and other assets	47,500	(10,125)
Decrease in accounts payable and accrued expenses	(678,574)	(318,919)
Contract liabilities	(3,808)	0
Net cash used in operating activities	(2,918,114)	(3,054,760)
Investing Activities
Purchase of property and equipment	0	(8,004)
Increase in software development costs	(864,179)	0
Net cash used in investing activities	(864,179)	(8,004)
Financing Activities
Proceeds from the issuance of debt, net of discounts and debt issuance costs	1,011,500	0
Repayment on notes payable	(1,587,500)	(156,504)
Issuance of common stock and pre-funded warrants, net of issuance costs	5,735,499	0
Proceeds from the issuance of Series F preferred stock	100	0
Net cash provided by (used in) financing activities	5,159,599	(156,504)
Net change in cash	1,377,306	(3,219,268)
Cash - beginning of period	220,854	5,385,245
Cash - end of period	1,598,160	2,165,977
Supplemental disclosure of cash flow Information
Cash paid for interest	18,489	141,806
Cash paid for taxes	294	325
Supplemental disclosure of non-cash investing and financing activities:
Issuance of incentive shares with debt recorded as debt discount	122,426	0
Warrants issued with debt recorded as debt discount	586,038	0
Common stock issued under cashless warrant exercises	1,033	0
Common stock issued for accrued interest	235,563	0
Common stock issued for settlement of accounts payable	80,410	0
Conversion of debt to common stock and warrants	$ 0	$ 2,712,500

ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Mobiquity Technologies, Inc. was incorporated in the State of New York and has the following subsidiaries:

Mobiquity Networks, Inc.

Advangelists, LLC

Liquidity, Going Concern and Management’s Plans

As reflected in the accompanying condensed consolidated financial statements, for the six months ended June 30, 2023, the Company is reporting the following:

·	Net loss of $3,825,743; and
·	Net cash used in operations of $2,918,114

Additionally, at June 30, 2023, the Company is reporting the following:

·	Accumulated deficit of $214,332,965
·	Stockholders’ equity of $2,945,524, and
·	Working capital of $393,476.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $1,598,160 on June 30, 2023.

Management’s strategic plans include the following:

·	Execution of business plan focused on technology growth and improvement,
·	Seek out equity and/or debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable.
·	Continuing to explore and execute prospective partnering or distribution opportunities,
·	Identifying unique market opportunities that represent potential positive short-term cash flow.

Coronavirus (“COVID-19”) Pandemic

These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

During the three months and six months ended June 30, 2023, the Company’s financial results and operations were not otherwise materially adversely impacted by the COVID-19 pandemic.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Business Segments and Concentrations

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

Risks and Uncertainties

Fair Value of Financial Instruments

	·	Level 1—Valuation based on unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access;

	·	Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; 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 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

On June 30, 2023, and December 31, 2022, the Company did not have any cash equivalents.

Accounts Receivable

The Company had net accounts receivable of $101,666, $340,935, and $388,112 on June 30, 2023, December 31, 2022, and December 31, 2021, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.

Impairment of Long-lived Assets

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.

Goodwill

Intangible Assets

Software Development Costs

Derivative Financial Instruments

Debt Issuance Costs and Debt Discounts

Revenue Recognition

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as the Company satisfies a performance obligation.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days.

Contract Liabilities

Revenues

All revenues recognized were derived from internet advertising for the six months ended June 30, 2023, and the year ended December 31, 2022.

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.

The Company incurred $259 in such costs during the six months ended June 30, 2023, and did not incur any advertising costs during the year ended December 31, 2022.

Stock-Based Compensation

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

Related Parties

Reclassifications

Recent Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 3 – INTANGIBLE ASSETS

Definite-Lived Intangible Asset

Schedule of intangible assets
	Useful Lives	June 30, 2023			December 31, 2022

Customer relationship	5 years	$	3,003,676		$	3,003,676
Less accumulated amortization			(2,657,760	)		(2,357,392	)
Net carrying amount		$	345,916		$	646,284

Software development costs	5 years		864,179			–
Less accumulated amortization			(21,604	)		–
Net carrying value		$	842,575		$	–

Future amortization of intangible assets, for years ending December 31, is as follows:


2023	$	355,846
2024		249,324
2025		172,836
2026		172,836
2027		172,836
Thereafter		64,813
Total	$	1,188,491

DEBT

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

DEBT

NOTE 4 – DEBT

Small Business Administration Loan

Investor Note Payable

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 – STOCKHOLDERS’ EQUITY

Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following:

	·	1,500,000 shares as Series AA Preferred Stock, none outstanding
	·	1,250,000 shares as Series AAA Preferred Stock, 31,413 shares outstanding
	·	1,500 shares as Series C Preferred Stock, none outstanding
	·	70,000 shares as Series E Preferred Stock, 61,688 shares outstanding
	·	One 1 share of Series F Preferred Stock, currently outstanding.

Rights Under Preferred Stock

The Company’s classes of preferred stock include the following provisions:

Optional Conversion Rights

	·	Series AA preferred stock – one share convertible into 50 shares of common stock
	·	Series AAA preferred stock – one share convertible into 100 shares of common stock
	·	Series C preferred stock – one share convertible into 100,000 shares of commons stock
	·	Series E preferred stock – one share at a rate of Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020

Redemption Rights

Series E preferred stock is redeemable at any time upon 30 days’ written notice by the Company and the holders, at a rate of 100% of the Stated Value, as defined.

Warrant Coverage

Series C preferred stock carries 100% warrant coverage upon preferred stock conversion, warrants exercisable through September 20, 2023, at an exercise price of $0.12.

Series F Preferred Stock

No further voting, dividend or liquidation preference rights exist as of June 30, 2023, on any class of preferred stock.

February 2023 Public Offering

June 2023 Public Offering

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 100,000 shares of restricted common stock to Gene Salkind, Chairman of the Board, for services previously rendered, based on a per share value of $0.167. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 50,000 shares of restricted common stock each to the Company’s CEO and another member of the Board of Directors for services as directors of the Company. Such shares are restricted from transfer until February 13, 2024.
	·	Grant of 30,000 shares of common stock to Mr. Salkind as payment for accrued and unpaid interest of approximately $5,000 based on a per share value of $0.167.
	·	Grant of 71,856 shares of restricted common stock to the Company’s legal counsel as payment for accrued and unpaid services valued at $12,000 and $0.167 per share. Such shares are restricted from transfer until February 13, 2024.
	·	Issuance of 1,562,133 shares of restricted common stock at a per share value of $0.17 as payment and full settlement of outstanding accounts payable with a total carrying amount of $265,563.

Shares 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.

Shares Issued for Services

Shares Issued Upon Conversion of Debt

The Company also converted $150,000 of debt into 75,000 shares of common stock, having a fair value of $135,750, resulting in a gain on debt extinguishment of $14,250.

STOCK OPTION PLANS AND WARRANTS

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK OPTION PLANS AND WARRANTS

NOTE 6 – STOCK OPTION PLANS AND WARRANTS

Stock Options

Schedule of assumptions used
	Six Months Ended June 30
	2023	2022
Expected volatility	166.87%	79.95%
Expected dividend yield	-	–
Risk-free interest rate	3.54%	2.14%
Expected term (in years)	6.67	10

Schedule of options outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		1,162,722		$	16.22		7.44	$	–
Granted		62,500		$	0.22		5.75		–
Exercised		–			–		–		–
Cancelled & expired		(48,375	)		–		–		–
Outstanding, June 30, 2023		1,176,847		$	15.20		7.18	$	–
Options exercisable, June 30, 2023		1,176,847		$	15.20		7.17	$	–

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2023, was $0.16.

Warrants

The weighted average assumptions made in calculating the fair value of warrants granted during the six months ended June 30, 2023, and 2022 are as follows:

Schedule of warrant assumptions
	Six Months Ended June 30,
	2023	2022
Expected volatility	172.63%	75.87%
Expected dividend yield	–	–
Risk-free interest rate	3.85%	2.03%
Expected term (in years)	5.00	6.25

Schedule of warrants outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		4,683,800		$	13.01		4.73	$	–
Granted		43,775,521		$	0.09		3.1043	$	246,188
Exercised*		(16,383,659	)	$	0.47		–	$	–
Expired		–		$	–		–	$	–
Outstanding, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188
Warrants exercisable, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188

*	Includes 4,286,883 of pre-funded warrants with a purchase price of $0.47, paid upon grant of warrants in February 2023. Also includes 12,096,776 warrants exercised under a cashless exercise provision resulting in the issuance of 6,048,388 common shares.

EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

NOTE 7: EARNINGS (LOSS) PER SHARE

The following potentially dilutive equity securities outstanding as of June 30, 2023, and December 31, 2022, are as follows:

Schedule of anti dilutive securities
	June 30, 2023 (Unaudited)		December 31, 2022
Convertible notes payable and accrued interest		–		58,891
Stock options		1,176,847		1,162,721
Warrants		32,075,662		4,682,551
Total common stock equivalents		33,252,509		5,904,163

LITIGATION

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 8 – LITIGATION

NASDAQ LISTING REQUIREMENTS

6 Months Ended

Jun. 30, 2023

Nasdaq Listing Requirements

NASDAQ LISTING REQUIREMENTS

NOTE 9 –NASDAQ LISTING REQUIREMENTS

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Business Segments and Concentrations

Business Segments and Concentrations

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

Risks and Uncertainties

Risks and Uncertainties

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	·	Level 1—Valuation based on unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access;

	·	Level 2—Valuation based on observable quoted prices for similar assets and liabilities in active markets; 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 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

On June 30, 2023, and December 31, 2022, the Company did not have any cash equivalents.

Accounts Receivable

Accounts Receivable

The Company had net accounts receivable of $101,666, $340,935, and $388,112 on June 30, 2023, December 31, 2022, and December 31, 2021, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.

Impairment of Long-lived Assets

Impairment of Long-lived Assets

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.

Goodwill

Goodwill

Intangible Assets

Intangible Assets

Software Development Costs

Software Development Costs

Derivative Financial Instruments

Derivative Financial Instruments

Debt Issuance Costs and Debt Discounts

Debt Issuance Costs and Debt Discounts

Revenue Recognition

Revenue Recognition

Identify the contract with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to performance obligations in the contract.

Recognize revenue when or as the Company satisfies a performance obligation.

Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days.

Contract Liabilities

Revenues

All revenues recognized were derived from internet advertising for the six months ended June 30, 2023, and the year ended December 31, 2022.

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.

The Company incurred $259 in such costs during the six months ended June 30, 2023, and did not incur any advertising costs during the year ended December 31, 2022.

Stock-Based Compensation

Stock-Based Compensation

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

Related Parties

Related Parties

Reclassifications

Reclassifications

Recent Issued Accounting Pronouncements

Recent Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

Schedule of intangible assets
	Useful Lives	June 30, 2023			December 31, 2022

Customer relationship	5 years	$	3,003,676		$	3,003,676
Less accumulated amortization			(2,657,760	)		(2,357,392	)
Net carrying amount		$	345,916		$	646,284

Software development costs	5 years		864,179			–
Less accumulated amortization			(21,604	)		–
Net carrying value		$	842,575		$	–

Schedule of future accumulated amortization


2023	$	355,846
2024		249,324
2025		172,836
2026		172,836
2027		172,836
Thereafter		64,813
Total	$	1,188,491

STOCK OPTION PLANS AND WARRANTS (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of assumptions used

Schedule of assumptions used
	Six Months Ended June 30
	2023	2022
Expected volatility	166.87%	79.95%
Expected dividend yield	-	–
Risk-free interest rate	3.54%	2.14%
Expected term (in years)	6.67	10

Schedule of options outstanding

Schedule of options outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		1,162,722		$	16.22		7.44	$	–
Granted		62,500		$	0.22		5.75		–
Exercised		–			–		–		–
Cancelled & expired		(48,375	)		–		–		–
Outstanding, June 30, 2023		1,176,847		$	15.20		7.18	$	–
Options exercisable, June 30, 2023		1,176,847		$	15.20		7.17	$	–

Schedule of warrant assumptions

Schedule of warrant assumptions
	Six Months Ended June 30,
	2023	2022
Expected volatility	172.63%	75.87%
Expected dividend yield	–	–
Risk-free interest rate	3.85%	2.03%
Expected term (in years)	5.00	6.25

Schedule of warrants outstanding

Schedule of warrants outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding, January 1, 2023		4,683,800		$	13.01		4.73	$	–
Granted		43,775,521		$	0.09		3.1043	$	246,188
Exercised*		(16,383,659	)	$	0.47		–	$	–
Expired		–		$	–		–	$	–
Outstanding, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188
Warrants exercisable, June 30, 2023		32,075,662		$	2.02		4.83	$	246,188

*	Includes 4,286,883 of pre-funded warrants with a purchase price of $0.47, paid upon grant of warrants in February 2023. Also includes 12,096,776 warrants exercised under a cashless exercise provision resulting in the issuance of 6,048,388 common shares.

EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of anti dilutive securities

Schedule of anti dilutive securities
	June 30, 2023 (Unaudited)		December 31, 2022
Convertible notes payable and accrued interest		–		58,891
Stock options		1,176,847		1,162,721
Warrants		32,075,662		4,682,551
Total common stock equivalents		33,252,509		5,904,163

ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 2,108,939	$ 1,716,804	$ 1,571,477	$ 2,440,044	$ 3,825,743	$ 4,011,521
Net cash used in operations					2,918,114	3,054,760
Accumulated deficit	214,332,965				214,332,965		$ 210,507,222
Total Stockholders' Equity	2,945,524	$ 2,200,634	$ 3,204,201	$ 3,277,709	2,945,524	$ 3,204,201	(10,830)	$ 2,918,672
Working Capital	393,476				393,476
Cash on hand	$ 1,598,160				1,598,160
Increase in allowance for doubtful accounts					$ 46,000		$ 324,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
FDIC uninsured amount	$ 1,350,000		$ 1,350,000		$ 0
Net accounts receivable	101,666		101,666		340,935	$ 388,112
Accounts Receivable, Allowance for Credit Loss	1,138,000		1,138,000		1,091,000
Impairments			0		0
Impairment of goodwill			0		0
Amortization on software development costs			21,604	$ 0
Derivative liabilities	0		0		0
Amortization of debt discounts			738,141	0
Unamortized debt discounts	0		0
Contract liabilities	189,790		189,790		193,598
Advertising Expense			259		0
Income tax benefit	$ 180,000	$ 0	$ 180,000	$ 0
Customer Relationships [Member]
Product Information [Line Items]
Useful life	5 years		5 years
Capitalized software development costs	$ 3,003,676		$ 3,003,676		3,003,676
Software and Software Development Costs [Member]
Product Information [Line Items]
Useful life	5 years		5 years
Capitalized software development costs	$ 864,179		$ 864,179		$ 0
Two Customer [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk, Percentage			76.00%
Three Customers [Member] \| Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk, Percentage					52.00%
Four Customers [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk, Percentage			54.00%		42.00%

INTANGIBLE ASSETS (Details - Intangible assets) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net carrying value	$ 1,188,491
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	(2,657,760)	(2,357,392)
Net carrying value	$ 345,916	646,284
Software and Software Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	5 years
Intangible asset, gross	$ 864,179	0
Less accumulated amortization	(21,604)	0
Net carrying value	$ 842,575	$ 0

INTANGIBLE ASSETS (Details - Accumulated amortization schedule)	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 355,846
2024	249,324
2025	172,836
2026	172,836
2027	172,836
Thereafter	64,813
Total	$ 1,188,491

INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization	$ 300,368	$ 300,367
Amortization on software development costs	$ 21,604	$ 0

DEBT (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended	6 Months Ended
DEBT (Details Narrative) - USD ($)	Jan. 05, 2023	Dec. 30, 2022	Jun. 30, 2020	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Repayment of loan					$ 1,587,500	$ 156,504
Loss on extinguishment of debt					396,323	$ 0
Walleye Opportunities Master Fund [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Principal amount		$ 1,437,500
Original issue discount		287,500
Subscription amount		$ 1,150,000
Warrants issued, shares		2,613,636
Stock Issued During Period, Shares, Other		522,727
Payments of Stock Issuance Costs		$ 138,500
Proceeds from Notes Payable		1,011,500
Fair value of warrants		586,040
Debt discount and debt issuance costs		1,134,466
Amortization of debt discount				$ 377,149	$ 738,143
Loss on extinguishment of debt				$ 396,323
Walleye Opportunities Master Fund [Member] \| Incentive Shares [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Fair value of warrants		$ 122,426
Economic Injury Disaster Loan [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Proceeds from loans			$ 150,000
Proceeds from loans							$ 13,594
Repayment of loan	$ 163,885
Debt [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Principal			$ 731

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		6 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Feb. 13, 2023	Apr. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Jan. 31, 2020
Class of Stock [Line Items]
Common stock, shares authorized					100,000,000		100,000,000
Common stock par value					$ 0.0001		$ 0.0001
Preferred units description					No
Share price					$ 0.11
Accrued and unpaid interest					$ 0		$ 235,563
Stock issued for services, value				$ 84,500
Number of share converted, value						$ 2,052,500
Number of share converted					75,000
Warrants purchase						684,166
Gain on debt extinguishment					$ 14,250	$ 491,915
Number of share converted, value					$ 150,000
Shares Issued Services [Member]
Class of Stock [Line Items]
Number of share converted						1,368,333
Other 2023 Stock Transactions [Member]
Class of Stock [Line Items]
Share price		$ 0.17
Number of restricted shares issued		1,562,133
Carrying amount		$ 265,563
Other 2023 Stock Transactions [Member] \| Restricted Stock [Member]
Class of Stock [Line Items]
Number of shares granted		71,856
Share price		$ 0.167
Accrued and unpaid interest		$ 12,000
Other 2023 Stock Transactions [Member] \| Restricted Stock [Member] \| Board of Directors Chairman [Member]
Class of Stock [Line Items]
Number of shares granted		100,000
Share price		$ 0.167
Other 2023 Stock Transactions [Member] \| Restricted Stock [Member] \| Chief Executive Officer [Member]
Class of Stock [Line Items]
Number of shares granted		50,000
Stock Issued For Service [Member]
Class of Stock [Line Items]
Stock issued for services, shares					50,000	50,000
Stock issued for services, value					$ 84,500	$ 84,500
Stock Issued For Services [Member]
Class of Stock [Line Items]
Share price					$ 0.17
Stock issued for services, shares					478,326
Stock issued for services, value					$ 80,410
Prefunded Warrant [Member]
Class of Stock [Line Items]
Number of shares issued					4,286,883
Warrant exercise price	$ 0.0001
Warrants issued, shares					24,375,000
Series 2023 Warrants [Member]
Class of Stock [Line Items]
Warrant exercise price	$ 0.465
Warrants issued, shares	36,290,322
Underwriting Agreement [Member]
Class of Stock [Line Items]
Underwriter fees					$ 242,500
February 2023 Public Offering [Member]
Class of Stock [Line Items]
Gross proceeds from offering	$ 3,207,500
February 2023 Public Offering [Member] \| Series 2023 Warrants [Member]
Class of Stock [Line Items]
Warrants to purchase common stock	12,096,776				4,286,883
Warrants to purchase common stock, cashless basis	6,048,389
Share price	$ 0.465
Warrant purchased					1,814,517
Shares issued					6,048,389
June 2023 Public Offering [Member]
Class of Stock [Line Items]
Share price					$ 0.10
Warrant exercise price					$ 0.0001
Number of shares sold					5,625,000
Common stock equivalents shares					24,375,000
Warrants purchase					24,375,000
Placement agent fees and other offering costs					$ 472,001
Net proceeds from sale of warrants					2,528,000
Proceeds received from offering					$ 1,437,500
Interest rate					20.00%
Number of shares issued					7,175,000
Number of shares outstanding					38,611,261
June 2023 Public Offering [Member] \| Securities Purchase Agreements [Member]
Class of Stock [Line Items]
Gross proceeds from offering					$ 3,000,000
June 2023 Public Offering [Member] \| Prefunded Warrant [Member]
Class of Stock [Line Items]
Share price					$ 0.0999
Number of shares issued for conversion					7,175,000
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued			522,727
Stock issued for services, shares				50,000
Stock issued for services, value				$ 5
Common Stock [Member] \| Underwriting Agreement [Member]
Class of Stock [Line Items]
Exercise price	$ 0.5115
Purchase of stock	$ 403,226
Common Stock [Member] \| February 2023 Public Offering [Member] \| Prefunded Warrant [Member]
Class of Stock [Line Items]
Number of shares issued	4,286,883
Spartan Capital Securities L L C [Member] \| Common Stock [Member] \| February 2023 Public Offering [Member] \| Underwriting Agreement [Member]
Class of Stock [Line Items]
Number of shares issued	3,777,634
Mr Salkind [Member] \| Other 2023 Stock Transactions [Member]
Class of Stock [Line Items]
Number of shares granted		30,000
Share price		$ 0.167
Accrued and unpaid interest		$ 5,000
Series A A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares authorized					1,500,000		1,500,000
Preferred stock, shares outstanding					0		0
Convertible preferred shares					50
Series A A A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares authorized					1,250,000		1,250,000
Preferred stock, shares outstanding					31,413		31,413
Convertible preferred shares					100
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares authorized					1,500		1,500
Preferred stock, shares outstanding					0		0
Convertible preferred shares					100,000
Exercise price					$ 0.12
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares authorized					70,000		70,000
Preferred stock, shares outstanding					61,688		61,688
Convertible preferred per share								$ 0.08
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred shares authorized					1		1
Preferred stock, shares outstanding					1		1

STOCK OPTION PLANS AND WARRANTS (Details - Assumptions) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	166.87%	79.95%
Expected dividend yield	(0.00%)	0.00%
Risk-free interest rate	3.54%	2.14%
Expected term (in years)	6 years 8 months 1 day	10 years

STOCK OPTION PLANS AND WARRANTS (Details - Options outstanding) - Equity Option [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares outstanding - beginning \| shares	1,162,722
Weighted average exercise price - beginning \| $ / shares	$ 16.22
Weighted average contractual term	7 years 5 months 8 days
Aggregate intrinsic value - beginning \| $	$ 0
Shares granted \| shares	62,500
Weighted average exercise price - shares granted \| $ / shares	$ 0.22
Weighted average contractual term -granted	5 years 9 months
Aggregate intrinsic value - granted \| $	$ 0
Shares Exercised \| shares	0
Weighted average exercise price - shares exercised \| $ / shares	$ 0
Aggregate intrinsic value - exercised \| $	$ 0
Shares cancelled and expired \| shares	(48,375)
Weighted average exercise price - shares cancelled \| $ / shares	$ 0
Aggregate intrinsic value - cancelled & expired \| $	$ 0
Shares outstanding -ending \| shares	1,176,847
Weighted average exercise price - ending \| $ / shares	$ 15.20
Weighted average contractual term	7 years 2 months 4 days
Aggregate intrinsic value - ending \| $	$ 0
Shares exercisable \| shares	1,176,847
Weighted average exercise price - exercisable \| $ / shares	$ 15.20
Weighted average contractual term - exercisable	7 years 2 months 1 day
Aggregate intrinsic value - exercisable \| $	$ 0

STOCK OPTION PLANS AND WARRANTS (Details - Warrant assumptions) - Warrant [Member]	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	172.63%	75.87%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	3.85%	2.03%
Expected term (in years)	5 years	6 years 3 months

STOCK OPTION PLANS AND WARRANTS (Details - Warrants outstanding) - Warrant [Member]

6 Months Ended

Jun. 30, 2023

USD ($)

$ / shares

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Warrants outstanding - beginning | shares

4,683,800

Weighted average exercise price - beginning

$ 13.01

Weighted average contractual term

4 years 8 months 23 days

Aggregate intrinsic value - beginning | $

$ 0

Warrants granted | shares

43,775,521

Weighted average exercise price - shares granted

$ 0.09

Weighted average contractual term - granted

3 years 1 month 7 days

Aggregate intrinsic value - granted

$ 246,188

Warrants exercised | shares

(16,383,659)

^[1]

Weighted average exercise price - shares exercised

$ 0.47

^[1]

Aggregate intrinsic value - exercised | $

$ 0

^[1]

Warrants expired | shares

Weighted average exercise price - shares expired

$ 0

Aggregate intrinsic value - expired | $

$ 0

Warrants outstanding - ending | shares

32,075,662

Weighted average exercise price - ending

$ 2.02

Weighted average contractual term

4 years 9 months 29 days

Aggregate intrinsic value - ending | $

$ 246,188

Warrants exercisable | shares

32,075,662

Weighted average exercise price - exercisable

$ 2.02

Weighted average contractual term - exercisable

4 years 9 months 29 days

Aggregate intrinsic value - exercisable | $

$ 246,188

[1]	Includes 4,286,883 of pre-funded warrants with a purchase price of $0.47, paid upon grant of warrants in February 2023. Also includes 12,096,776 warrants exercised under a cashless exercise provision resulting in the issuance of 6,048,388 common shares.

STOCK OPTION PLANS AND WARRANTS (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		6 Months Ended
	Apr. 30, 2023	Mar. 31, 2023	Apr. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant-date fair value							$ 0.16
Exercise price					$ 0.11		$ 0.11
Unamortized compensation cost					$ 1,644		$ 1,644
Unamortized compensation cost fiscal 2023					468		468
Unamortized compensation cost fiscal 2024					940		940
Unamortized compensation cost fiscal 2025					236		$ 236
Prefunded Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares							24,375,000
Warrants issued, shares							4,286,883
Expiration date							Feb. 14, 2028
IPO [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares							16,786,885
Options And Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense					$ 9,757	$ 509,338	$ 22,061	$ 543,754
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares							43,775,521
Warrant [Member] \| O I D Promissory Note [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants issued, shares							2,613,636
Anne S Provost [Member] \| Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted				25,000
Exercise price				$ 4.57
Dean Julia [Member] \| Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted	12,500		12,500
Exercise price	$ 0.22		$ 1.55
Nate Knight [Member] \| Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted		25,000
Exercise price		$ 0.22
Byron Booker [Member] \| Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares granted	25,000
Exercise price	$ 0.22

EARNINGS (LOSS) PER SHARE (Details - Potentially dilutive equity securities) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	33,252,509	5,904,163
Convertible Notes Payable And Accrued Interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	58,891
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,176,847	1,162,721
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	32,075,662	4,682,551