UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 6, 2018 (February 20, 2019)
Commission File Number 000-51160
MOBIQUITY TECHNOLOGIES, INC.
(Exact name of small business issuer as
specified in its charter)
New York
(State or other jurisdiction of incorporation
or
organization)
35 Torrington Lane, Shoreham, NY 11786
(Address of principal executive offices)
516-246-9422
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
This Amendment to Current Report on Form 8-K/A amends and restates
Mobiquity Technologies, Inc.’s Current Report on Form 8-K dated December 6, 2018 and filed on December 11, 2018, to file
financial statements of the business acquired which is described in Item 2.01 of this report, in accordance with Form 8-K Item
9.01(a)(4) and (b)(2), and to make some clarifying changes.
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Item 1.01
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Entry into a Material Definitive Agreement.
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The disclosure set forth below in Item
2.01 of this Current Report on Form 8-K relating to the First Amendment to Agreement and Plan of Merger and the Consulting Agreements
is incorporated by reference herein.
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Item 2.01
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Completion or Acquisition or Disposition of Assets.
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Merger
As Mobiquity Technologies, Inc. previously
reported in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 27, 2018 (the “Previous
8-K”), Mobiquity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Glen Eagles Acquisition
LP (“GEAL”) (which owns 165,000,000 shares of common stock of Mobiquity, equivalent to approximately 29.6% of the outstanding
shares), AVNG Acquisition Sub, LLC (“Merger Sub”) and Advangelists, LLC (“Advangelists”) on November 20,
2018 which provided for Merger Sub to merge into Advangelists, with Advangelists as the surviving company following the merger.
The description of the Merger Agreement in this Report and in the Previous 8-K is not complete and is subject to, and qualified
in its entirety by, the full text of the Merger Agreement, a copy of which is attached to this Report as Exhibit 2.1, the terms
of which are incorporated herein by reference.
On December 6, 2018, Mobiquity and the
other parties to the Merger Agreement entered into the First Amendment to Agreement and Plan of Merger (the “Amendment”)
which amended the Merger Agreement as follows:
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•
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The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 90,000,000 shares to 107,753,750 shares, and the exercise price of the warrants was changed from $0.09 per share to $0.14 per share; and
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•
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The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.
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Under the Merger Agreement and the Amendment,
in consideration for the Merger:
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Ÿ
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Mobiquity issued warrants for 107,753,750 shares of Mobiquity common stock at an exercise price of $0.14 per share, and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.
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Ÿ
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GEAL paid the pre-merger Advangelists members $10 million in cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly installments of $500,000 each, commencing on January 6, 2109.
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The foregoing descriptions of the Amendment
and the warrants are not complete and are subject to, and qualified in its entirety by, (i) the full text of the Merger Agreement
and the Amendment, which are denoted as Exhibit 2.1 and Exhibit 2.2 to this Report, and (ii) the full text of the warrants, the
form of which is denoted as Exhibit 10.1 to this Report; the terms of both of which are incorporated into this Report by reference.
The transactions contemplated by the Merger
Agreement were consummated on December 7, 2018 upon the filing of a Certificate of Merger by Advangelists. As a result of the merger,
Mobiquity owns 48% and GEAL owns 52% of Advangelists; and Mobiquity is the sole manager of, and controls, Advangelists.
As a result of Mobiquity having 100% control over Advangelists ASC
810-10-05-3 states “that for LLCs with managing and non-managing members, a managing member is the functional equivalent
of a general partner and a nonmanaging member is the functional equivalent of a limited partner. In this case, a reporting entity
with an interest in an LLC (which is not a VIE) would likely apply the consolidation model for limited partnerships if the managing
member has the right to make the significant operating and financial decisions of the LLC.” In This case Mobiquity has the
right to make the significant operating and financial decisions of Advangelists resulting in consolidation of Advangelists. As
a result the Pro Forma’s are attached as if consolidated.
Consulting Agreements
Upon consummation of the Merger, Mobiquity
entered into consulting agreements (the “Consulting Agreements”) with certain employees and contractors of Advangelists
(the “Consultants”), pursuant to which Mobiquity (i) issued to the Consultants warrants to purchase an aggregate of
22,246,250 shares of its common stock and (ii) agreed to transfer to the Consultants an aggregate of 1,901,389 shares of common
stock of Gopher Protocol Inc. The terms of the Consultant’s warrants are substantially similar to the terms of the warrants
issued in the merger. The foregoing description of the Consulting Agreements are not complete and is subject to, and qualified
in its entirety by, the full text of form of Consulting Agreement, a copy of which is denoted as Exhibit 10.1 to this Report, the
terms of which are incorporated into this Report by reference.
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Item 3.02
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Unregistered Sales of Equity Securities
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The disclosure set forth above
in Item 2.01 of this Current Report on Form 8-K relating to the issuance of the warrants and transfer of the Gopher common stock
is incorporated by reference herein. The warrants and, unless subsequently registered, the shares underlying the warrants, will
be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The Gopher
common stock were transferred in reliance on the exemption from registration provided by Section 4(a)(1) of the Securities Act.
On December 11, 2018, Mobiquity issued
a press release announcing the consummation of the Merger and the launch of a location product for programmatic marketers. A copy
of the press release is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired.
The
audited financial statements of Advangelists
for the fiscal years ending December 31, 2017 and 2016, and the unaudited financial statements of Advangelists for the
interim period ending September 30, 2018
, follow the signature page of this Form 8-K/A.
As a result of Mobiquity having
100% control over Advangelists as the sole manager, Accounting Standards Codification 810-10-05-3 states “that for LLCs
with managing and non-managing members, a managing member is the functional equivalent of a general partner and a
non-managing member is the functional equivalent of a limited partner. In this case, a reporting entity with an interest in
an LLC (which is not a Variable Interest Interest Entity) would likely apply the consolidation model for limited
partnerships if the managing member has the right to make the significant operating and financial decisions of the
LLC.” In this case Mobiquity has the right to make the significant operating and financial decisions of Advangelists as
sole manager, resulting in consolidation of Advangelists. Accordingly, the pro forma financial information showing the
effects of the merger are included in this Form 8-K/A following the above-mentioned financial statements.
(d) Exhibits
*Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: February 21, 2019
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MOBIQUITY TECHNOLOGIES, INC.
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By:
Dean L. Julia
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Name: Dean L. Julia
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Title: Chief Executive Officer
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ADVANGELISTS, LLC
Index to Financial Statements
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CONTENTS
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For the Nine Months Ended September 30, 2018 and 2017
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Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017 (audited)
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F-2
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Statements of Operations for the Three Months and Nine Months Ended September 30, 2018 and September 30,
2017 (unaudited)
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F-3
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Consolidated Statement of Stockholders’ Equity
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F-4
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Statements of Cash Flows for the Nine Months Ended September 30, 2018 and September 30, 2017 (unaudited)
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F-5
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Notes to Financial Statements (unaudited)
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F-6
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YEARS ENDED DECEMBER 31, 2017 AND 2016
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Report of Independent
Registered Public Accounting Firm
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F-9
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Balance Sheets
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F-10
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Statements of Operations
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F-11
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Statement of Member’s
Equity
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F-12
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Statements of Cash
Flows
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F-13
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Notes to Financial
Statements
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F-14
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Unaudited Pro Forma Consolidated Financial Statements
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Unaudited Proforma Consolidated Balance Sheets September 30, 2018
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PF-2
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Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Loss For the Nine Months Ended September 30, 2018
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PF-2
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Advangelists, LLC
Balance Sheets
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September 30,
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December 31,
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2018
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2017
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(unaudited)
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(audited)
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Assets
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Current Assets
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Cash and cash equivalents
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$
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252,419
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$
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424,171
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Accounts receivable, net
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1,731,320
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644,598
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Total Current Assets
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1,983,739
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1,068,769
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Property and equipment, net of accumulated depreciation of $809 and $804, respectively
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4,295
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2,778
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Total Assets
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$
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1,988,033
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$
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1,071,547
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Liabilities and Member's Equity
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Current Liabilities
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Accounts payable
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860,506
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$
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428,766
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Accrued expenses
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–
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94,224
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Total Current Liabilities
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860,506
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522,990
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Members' Equity
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Members' Loan
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(122,560
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)
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$
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14,100
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Retained earnings
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1,250,087
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534,457
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Total Members' Equity
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1,127,527
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548,557
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TOTAL Liabilities and Member's Equity
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$
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1,988,033
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$
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1,071,547
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See notes to financial statements
Advangelists, LLC
Statements of Operations
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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Unaudited
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Unaudited
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2018
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2017
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2018
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2017
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Revenues-Service
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$
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1,985,536
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$
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1,027,029
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$
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3,180,473
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1,808,223
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1,985,536
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1,027,029
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3,180,473
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1,808,223
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Cost of Revenues-Service
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1,157,331
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747,483
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1,750,577
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1,315,586
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1,157,331
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747,483
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1,750,577
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1,315,586
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Gross Profit (Loss)
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828,205
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279,546
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1,429,896
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492,637
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Operating Expenses
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Selling, general and administrative
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268,178
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114,206
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714,265
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161,099
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Total Operating Expenses
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268,178
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114,206
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714,265
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161,099
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Net Income from operations
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$
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560,027
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$
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165,340
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$
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715,631
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$
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331,538
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See notes to financial statements
Advangelists, LLC
Consolidated
Statement of Stockholders' Equity
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Total
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Contributed
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Current
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Guaranteed
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Member's
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Capital
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Earnings
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Payments
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Equity
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Balance, at December 31, 2015
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$
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–
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$
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–
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$
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–
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$
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–
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Capital contributed
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$
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14,100
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$
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–
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$
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–
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$
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14,100
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Current earnings
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$
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–
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$
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165,340
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$
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–
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$
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165,340
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Balance, at December 31, 2016
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$
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14,100
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$
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28,020
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$
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–
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$
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42,120
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Current earnings
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$
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–
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$
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506,437
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$
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–
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$
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506,437
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Balance, at December 31, 2017
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$
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14,100
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$
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534,457
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$
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–
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$
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548,557
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Member distributions
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$
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(136,660
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)
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$
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–
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$
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–
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$
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(136,660
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)
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Current earnings
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$
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715,631
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$
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715,631
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Balance, at September 30, 2018
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$
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(122,560
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)
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$
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1,250,088
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$
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–
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$
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1,127,528
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See notes to financial statements
Advangelists, LLC
Statements of
Cash Flows
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Nine Months Ended
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September 30,
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2018
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2017
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Cash Flow from Operating Activities:
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Net Income
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715,631
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331,538
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Adjustments to reconcole net loss to net cash used in operating activities:
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Depreciation expense
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809
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537
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Changes in operating assets and liabilities
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Accounts receivable-net
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(1,086,722
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)
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(347,492
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)
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Accounts payable
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431,740
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343,106
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Accrued expenses and other current liabilities
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(94,224
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)
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–
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Total Adjustments
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(748,397
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)
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(3,849
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Net Cash in Operating activities
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(32,766
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)
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327,689
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Cash Flows from Investing Activities
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Purchase of property and equipment
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(2,326
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)
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–
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Member Loans
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–
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–
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Member distributions
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(136,660
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)
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–
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Net cash used in Investing Activities
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(138,986
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)
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–
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Net change in Cash and Cash Equivalents
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(171,752
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)
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327,689
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Cash and Cash Equivalents, Beginning of period
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424,171
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33,826
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Cash and Cash Equivalents, end of period
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252,419
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361,515
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Supplemental Disclosure Information
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Cash paid for interest
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–
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–
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Cash paid for taxes
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–
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–
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See notes to financial statements
ADVANGELISTS, LLC
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2018
AND 2017
(UNAUDITED)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS – Advangelists,
LLC. operates through a Delaware limited liability company – Advangelists, LLC.
Advangelists is a pioneer
and developer of Advertising & Marketing technology for Mobile.
With 30+ years of cumulative
Ad-Tech and Mar-Tech experiences under our belt, Advangelists brings a unique cross pollinated Hybrid blend of AI driven Ad serving
technology and Machine learning based optimization to the table.
Advangelists revenue
stream comes in from four different avenues
White Label Clients:
Clients who use the Advangelists platform to execute of their advertising strategies. They pay Advangelists a certain percentage
of Revenue under management fees (RUM)
Semi White Label
Clients: Clients who use the Advangelists platform to execute of their advertising strategies. They pay Advangelists a certain
percentage of Revenue under management fees (RUM). This set of clients rely of Advangelists to provide them with inventory on publishers
Advertisers: Clients
who work directly with Advangelists to place ads on publishers, these clients work with us on a cost per impression basis
DSP (Demand Side
Platform): Clients who access and buy Advangelists supply inventory over programmatic channels and established pipes
ESTIMATES - The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS- The
Company adopted ASC 820 which measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative
guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer
a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions
that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques,
are assigned a hierarchical level.
CASH AND CASH EQUIVALENTS - The Company
considers all highly liquid debt instruments with a maturity of three months or less, as well as bank money market accounts, to
be cash equivalents. As of September 30, 2018, and December 31, 2017, the balances are $252,419 and $424,171, respectively.
CONCENTRATION OF CREDIT RISK - Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and
cash and cash equivalents.
ACCOUNTS
RECEIVABLE - consist of trade accounts arising in the normal course of business and are classified as current assets and carried
at original invoice amounts less an estimate for doubtful receivables based on a review of outstanding balances. The estimate of
allowance for doubtful accounts is based on the Company's bad debt experience, market conditions, and aging of accounts receivable,
among other factors. If the financial condition of the Company's customers deteriorates resulting in the customer's inability to
pay the Company's receivables as they come due, additional allowances for doubtful accounts will be required.
The Company places its temporary cash investments
with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits.
As of September 30, 2018, and December 31, 2017, the Company exceeded FDIC limits by $2,419 and $174,171, respectively.
REVENUE RECOGNITION – The Company
recognized revenue on arrangements in accordance with FASB Codification Topic 606,
Revenue from Contracts with Customers
.
Advangelists brings a unique cross-pollinated revenue stream in the form of four different avenues consisting of White Label,
semi White Label, Advertisers and our Demand Side Platform.
We recognize revenues
in the period in which the data transaction is provided to the buyer.
Under these policies,
the Company evaluates each of these criteria as follows:
|
|
•
|
Evidence
of an arrangement. We consider a signed insertion order or contract by the licensee or its agency to be evidence of an arrangement.
|
|
|
•
|
Delivery. Delivery
is considered to occur daily with the transmission of the data from our network servers to the licensee.
|
|
|
•
|
Fixed or determinable
fee. The Company recognizes revenue for data license arrangements ratably over the term of the insertion order or contract.
Our arrangements with the licensee is noted in the signed contracts which specifies the price to be paid and due date of remittance.
Contracts that include fixed-fee data transmission are invoiced upon acceptance of the insertion order or contract and billed
at time of delivery. The Company’s terms as stated in the contracts. Final billing is based on usage of delivered data.
At the end of the period (usually monthly) an acknowledgment of data amount delivered is sent to licensee, who then verifies
usage and at the point a final invoice is generated.
|
|
|
•
|
Collection is deemed
reasonably assured. We deem collection reasonably assured if we expect that the licensee will be able to pay the amounts under
the arrangement as payments become due. Collection is deemed not reasonably assured when a licensee is perceived to be in
financial distress, which may be evidenced by weak industry conditions, a bankruptcy filing, or previously billed amounts
that are past due. If we determine that collection is not reasonably assured, then we would defer the revenue and recognize
the revenue upon cash collection.
|
|
|
•
|
No other warranties
and or obligations are implied or due once the data transmission has been completed with the licensee.
|
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Management
must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. As of September 30, 2018, and December 31, 2017, allowance
for doubtful accounts were $54,000 and $4,000, respectively.
PROPERTY AND EQUIPMENT - Property and equipment
are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets.
Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets
or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular
asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the
cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating
income.
LONG LIVED ASSETS – In accordance
with the FASB Accounting Standards Codification (“ASC”)350, we regularly review the carrying value of long-lived assets
such as property and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying value may
not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the
asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent
appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an
impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are
not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the
risk associated with the recovery of the assets. The Company recognized no impairment losses for the period ended September 30,
2018.
ADVERTISING COSTS - Advertising costs are
expensed as incurred. For the nine months ended September 30, 2018 and December 31, 2017, there were advertising costs of $4,465
and $29,723, respectively.
INCOME TAXES - For income tax reporting
purposes, the Company has elected to file as a small business corporation under Subchapter S of the Internal Revenue Code. Accordingly,
no provision for federal income taxes has been made in the financial statements as the taxable income is included in the stockholders’
individual income tax returns.
NET INCOME PER SHARE - We compute net income
per share in accordance with ASC 260, Earnings per Share. Under the provisions of ASC 260, basic net income per share includes
no dilution and is computed by dividing the net income available to common stockholders for the period by the weighted average
number of shares of Common Stock outstanding during the period. Diluted net income per share takes into consideration shares of
Common Stock outstanding (computed under basic net income per share) and potentially dilutive securities that are not anti-dilutive
There were no options potentially issuable
into common shares for the nine months ended September 30, 2018.
NOTE 3: COMMITMENTS AND CONTINGENCIES
COMMITMENTS –
There were no rent or real estate tax expense
for the calendar years ended December 31, 2017 and 2016.
Minimum future rentals under non-cancelable
lease commitments are as follows:
|
YEARS ENDING DECEMBER 31,
|
|
|
|
|
|
2018
|
|
|
–
|
|
|
2019
|
|
|
–
|
|
|
2019 and thereafter
|
|
|
–
|
|
|
|
|
$
|
–
|
|
NOTE 4: SUBSEQUENT EVENTS
On November 20,2018, Advangelists, LLC entered into an Agreement and Plan of Merger. Under the merger
agreement, Mobiquity Technologies, Inc., a New York corporation will become the 48% member, and Glen Eagles Acquisition LP, a Delaware
limited partnership will become a 52% member, of Advangelists, LLC. Mobiquity Technologies, Inc. will be the manager following
the merger.
|
|
•
|
The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 90,000,000 shares to 107,753,750 shares, and the exercise price of the warrants was changed from $0.09 per share to $0.14 per share; and
|
|
|
•
|
The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.
|
On December 6, 2018 the Merger agreement was
amended as follows:
Under the Merger Agreement and the Amendment,
in consideration for the Merger:
|
|
Ÿ
|
Mobiquity issued warrants for 107,753,750 shares of Mobiquity common stock at an exercise price of $0.14 per share, and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.
|
|
|
Ÿ
|
GEAL paid the pre-merger Advangelists members $10 million in cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly installments of $500,000 each, commencing on January 6, 2109.
|
Report of Independent Registered Public
Accounting Firm
To the shareholders and the board of directors
of Advangelists, LLC
Opinion on the Financial Statements
We have audited the accompanying balance
sheets of Advangelists, LLC (the "Company") as of December 31, 2017 and 2016, the related statements of operations, stockholders'
equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor
since 2018
Lakewood, CO
February 20, 2019
Advangelists, LLC
Balance Sheets
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
424,171
|
|
|
$
|
33,826
|
|
|
Accounts receivable, net
|
|
|
644,598
|
|
|
|
21,693
|
|
|
Total Current Assets
|
|
|
1,068,769
|
|
|
|
55,519
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation of $716 and $88, respectively
|
|
|
2,778
|
|
|
|
3,494
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1,071,547
|
|
|
$
|
59,013
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Member's Equity
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
428,766
|
|
|
$
|
16,893
|
|
|
Accrued expenses
|
|
|
94,224
|
|
|
|
–
|
|
|
Total Current Liabilities
|
|
|
522,990
|
|
|
|
16,893
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' Equity
|
|
|
|
|
|
|
|
|
|
Members' Loan
|
|
|
14,100
|
|
|
$
|
14,100
|
|
|
Retained earnings
|
|
|
534,457
|
|
|
|
28,020
|
|
|
Total Members' Equity
|
|
|
548,557
|
|
|
|
42,120
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Liabilities and Member's Equity
|
|
$
|
1,071,547
|
|
|
$
|
59,013
|
|
See auditor's
report and notes to the audited financial statements
Advangelists, LLC
Statements of Operations
|
|
|
For the
|
|
|
|
|
Years
|
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Revenues-Service
|
|
$
|
2,796,178
|
|
|
$
|
63,402
|
|
|
|
|
|
2,796,178
|
|
|
|
63,402
|
|
|
Cost of Revenues-Service
|
|
|
1,743,966
|
|
|
|
33,667
|
|
|
|
|
|
1,743,966
|
|
|
|
33,667
|
|
|
Gross Profit (Loss)
|
|
|
1,052,212
|
|
|
|
29,735
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
545,775
|
|
|
|
1,715
|
|
|
Total Operating Expenses
|
|
|
545,775
|
|
|
|
1,715
|
|
|
Net Income from operations
|
|
$
|
506,437
|
|
|
$
|
28,020
|
|
See auditor's
report and notes to the audited financial statements
Advangelists,
LLC
Consolidated Statement of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
Contributed
|
|
|
Current
|
|
|
Guaranteed
|
|
|
Member's
|
|
|
|
|
Capital
|
|
|
Earnings
|
|
|
Payments
|
|
|
Equity
|
|
|
Balance, at December 31, 2015
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Capital contributed
|
|
$
|
14,100
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
14,100
|
|
|
Current earnings
|
|
$
|
–
|
|
|
$
|
28,020
|
|
|
$
|
–
|
|
|
$
|
28,020
|
|
|
Balance, at December 31, 2016
|
|
$
|
14,100
|
|
|
$
|
28,020
|
|
|
$
|
–
|
|
|
$
|
42,120
|
|
|
Current earnings
|
|
$
|
–
|
|
|
$
|
506,437
|
|
|
$
|
–
|
|
|
$
|
506,437
|
|
|
Balance, at December 31, 2017
|
|
$
|
14,100
|
|
|
$
|
534,457
|
|
|
$
|
–
|
|
|
$
|
548,557
|
|
See auditor's
report and notes to the audited financial statements
Advangelists, LLC
Statements of
Cash Flows
|
|
|
Years
|
|
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Cash Flow from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
506,437
|
|
|
|
28,020
|
|
|
Adjustments to reconcole net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Depreciation expense
|
|
|
716
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
Accounts recivable-net
|
|
|
(622,905
|
)
|
|
|
(21,693
|
)
|
|
Accounts payable
|
|
|
411,873
|
|
|
|
16,893
|
|
|
Accrued expenses and other current liabilities
|
|
|
94,224
|
|
|
|
–
|
|
|
Total Adjustments
|
|
|
(116,092
|
)
|
|
|
(4,712
|
)
|
|
Net Cash in Operating activities
|
|
|
390,345
|
|
|
|
23,308
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
–
|
|
|
|
(3,582
|
)
|
|
Members Loan
|
|
|
–
|
|
|
|
14,100
|
|
|
Net cash used in Investing Activities
|
|
|
–
|
|
|
|
10,518
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in Cash and Cash Equivalents
|
|
|
390,345
|
|
|
|
33,826
|
|
|
Cash and Cash Equivalents, Beginning of period
|
|
|
33,826
|
|
|
|
–
|
|
|
Cash and Cash Equivalents, end of period
|
|
|
424,171
|
|
|
|
33,826
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure Information
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
–
|
|
|
|
–
|
|
|
Cash paid for taxes
|
|
|
–
|
|
|
|
–
|
|
See
auditor's report and notes to the audited financial statements
ADVANGELISTS, LLC
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2017 AND 2016
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS – Advangelists,
LLC. operates through a Delaware limited liability company – Advangelists, LLC.
Advangelists is a pioneer
and developer of Advertising & Marketing technology for Mobile.
With 30+ years of cumulative
Ad-Tech and Mar-Tech experiences under our belt, Advangelists brings a unique cross pollinated Hybrid blend of AI driven Ad serving
technology and Machine learning based optimization to the table.
Advangelists revenue
stream comes in from four different avenues
White Label Clients:
Clients who use the Advangelists platform to execute of their advertising strategies. They pay Advangelists a certain percentage
of Revenue under management fees (RUM)
Semi White Label
Clients: Clients who use the Advangelists platform to execute of their advertising strategies. They pay Advangelists a certain
percentage of Revenue under management fees (RUM). This set of clients rely of Advangelists to provide them with inventory on publishers
Advertisers: Clients
who work directly with Advangelists to place ads on publishers, these clients work with us on a cost per impression basis
DSP (Demand Side
Platform): Clients who access and buy Advangelists supply inventory over programmatic channels and established pipes
ESTIMATES - The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS- The
Company adopted ASC 820 which measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative
guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer
a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions
that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes
a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques,
are assigned a hierarchical level.
CASH AND CASH EQUIVALENTS - The Company
considers all highly liquid debt instruments with a maturity of three months or less, as well as bank money market accounts, to
be cash equivalents. As of December 31, 2017, and 2016, the balances are $424,171 and $33,826, respectively.
CONCENTRATION OF CREDIT RISK - Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade receivables and
cash and cash equivalents.
ACCOUNTS
RECEIVABLE - consist of trade accounts arising in the normal course of business and are classified as current assets and carried
at original invoice amounts less an estimate for doubtful receivables based on a review of outstanding balances. The estimate of
allowance for doubtful accounts is based on the Company's bad debt experience, market conditions, and aging of accounts receivable,
among other factors. If the financial condition of the Company's customers deteriorates resulting in the customer's inability to
pay the Company's receivables as they come due, additional allowances for doubtful accounts will be required. At December 31, 2017,
the Company has recorded an allowance in the amount of $4,000.
The Company places its temporary cash investments
with high credit quality financial institutions. At times, the Company maintains bank account balances, which exceed FDIC limits.
As of December 31, 2017, and 2016, the Company exceeded FDIC limits by $174,171 and $0, respectively.
REVENUE RECOGNITION –
The
Company recognizes revenue in accordance with ASC 605 “Revenue Recognition”. The Company records revenue under each
contract once persuasive evidence of an agreement exists, delivery has occurred, or services have been rendered, the fee is fixed
or determinable and collectability is reasonably assured.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - Management
must make estimates of the collectability of accounts receivable. Management specifically analyzes accounts receivable and analyzes
historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts. As of December 31, 2017, and 2016, allowance for doubtful
accounts were $4,000 and $0, respectively.
PROPERTY AND EQUIPMENT - Property and equipment
are stated at cost. Depreciation is expensed using the straight-line method over the estimated useful lives of the related assets.
Leasehold improvements are being amortized using the straight-line method over the estimated useful lives of the related assets
or the remaining term of the lease. The costs of additions and improvements, which substantially extend the useful life of a particular
asset, are capitalized. Repair and maintenance costs are charged to expense. When assets are sold or otherwise disposed of, the
cost and related accumulated depreciation are removed from the account and the gain or loss on disposition is reflected in operating
income.
LONG LIVED ASSETS – In accordance
with the FASB Accounting Standards Codification (“ASC”)350, we regularly review the carrying value of long-lived assets
such as property and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying value may
not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the
asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent
appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an
impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are
not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the
risk associated with the recovery of the assets. The Company recognized no impairment losses for the period ended December 31,
2017 and 2016.
ADVERTISING COSTS - Advertising costs are
expensed as incurred. For the years ended December 31, 2017 and 2016, there were advertising costs of $29,723 and $91, respectively.
INCOME TAXES - For income tax reporting
purposes, the Company has elected to file as a small business corporation under Subchapter S of the Internal Revenue Code. Accordingly,
no provision for federal income taxes has been made in the financial statements as the taxable income is included in the stockholders’
individual income tax returns.
NET INCOME PER SHARE - We compute net income
per share in accordance with ASC 260, Earnings per Share. Under the provisions of ASC 260, basic net income per share includes
no dilution and is computed by dividing the net income available to common stockholders for the period by the weighted average
number of shares of Common Stock outstanding during the period. Diluted net income per share takes into consideration shares of
Common Stock outstanding (computed under basic net income per share) and potentially dilutive securities that are not anti-dilutive
There were no options potentially issuable
into common shares for the years ended December 31, 2017 and 2016, respectively.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
- ASC 606, Revenue from contracts with customers, the effective date for ASC 606 is for annual reporting periods beginning after
December 15, 2017. It provides accounting guidance related to revenue from contracts with customers. The Guidance applies to all
entities and to all customers. The accounting for ASC 606 will take effect for our company starting in January of 2018.
We have reviewed the FASB issued Accounting
Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally
accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s
reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of
our financial management and certain standards are under consideration.
NOTE 2: PROPERTY AND EQUIPMENT
Property and equipment, net, consist of
the following at December 31:
|
|
|
USEFUL LIVES
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment
|
|
5 years
|
|
$
|
3,582
|
|
|
$
|
3,582
|
|
|
|
|
|
|
|
3,582
|
|
|
|
3,582
|
|
|
Accumulated Depreciation
|
|
|
|
|
(804
|
)
|
|
|
(88
|
)
|
|
|
|
|
|
$
|
2,778
|
|
|
$
|
3,494
|
|
Depreciation expense from continuing operations
for the years ended December 31, 2017 and 2016 was $716 and $88, respectively. No deposition or impairment of assets during 2017.
NOTE 3: COMMITMENTS AND CONTINGENCIES
COMMITMENTS –
There were no rent or real estate tax expense
for the calendar years ended December 31, 2017 and 2016.
Minimum future rentals under non-cancelable
lease commitments are as follows:
|
YEARS ENDING DECEMBER 31,
|
|
|
|
|
|
2018
|
|
|
–
|
|
|
2019
|
|
|
–
|
|
|
2019 and thereafter
|
|
|
–
|
|
|
|
|
$
|
–
|
|
NOTE 4: RELATED PARTY TRANSACTIONS
The company currently has no business dealings
with any related parties.
NOTE 5: CONSULTING AGREEMENTS
On April 1, 2017, the Company entered into
a consulting agreement with Michael Cole. Mr. Cole agreed to serve as a consultant available to provide consultation services to
the Company’s executive. In consideration for Consultant’s performance of the Services under this Agreement, Company
will compensate Consultant based upon a percentage of gross income collected from DSP partnerships and Ad Network partnerships
onboarded.
On October 31, 2016, the Company entered
into a consulting agreement with Angela Jayo. Ms. Jayo agreed to serve as a consultant available to provide consultation services
to the Company’s executive. In consideration for Consultant’s performance of the Services under this Agreement, Company
will compensate Consultant based on a percentage of the DSP partnerships and Direct Campaigns onboarded.
NOTE 6: EMPLOYMENT ARRANGEMENT
Deepankar Katyal, the operating member
is an employee at will and is currently receiving a salary of $242,000 per annum.
NOTE 7: TRANSACTIONS WITH MAJOR CUSTOMERS
During the year ended December 31, 2017,
four customers accounted for approximately 60% of revenues and for the year ended December 31, 2016, two customers accounted for
72% of our revenues.
NOTE 8: SUBSEQUENT EVENTS
On November 20,2018, Advangelists, LLC
entered into an Agreement and Plan of Merger. Under the merger agreement, Mobiquity Technologies, Inc., a New York corporation will
become the 48% member, and Glen Eagles Acquisition LP, a Delaware limited partnership will become a 52% member, of Advangelists,
LLC. Mobiquity Technologies, Inc. will be the manager following the merger.
|
|
•
|
The number of warrants to purchase shares of Mobiquity’s common stock issuable as part of the merger consideration was changed from 90,000,000 shares to 107,753,750 shares, and the exercise price of the warrants was changed from $0.09 per share to $0.14 per share; and
|
|
|
•
|
The number of shares of Gopher Protocol Inc.’s common stock to be transferred by Mobiquity as part of the merger consideration changed from 11,111,111 to 9,209,722 shares.
|
On December 6, 2018 the Merger agreement was
amended as follows:
Under the Merger Agreement and the Amendment,
in consideration for the Merger:
|
|
Ÿ
|
Mobiquity issued warrants for 107,753,750 shares of Mobiquity common stock at an exercise price of $0.14 per share, and, subject to the vesting threshold described below, Mobiquity transferred 9,209,722 shares of Gopher Protocol, Inc. common stock, to the pre-merger Advangelists members. The Gopher common stock was unvested at the time of transfer subject to vesting in February 2019 only if Advangelists’ combined revenues for the months of December 2018 and January 2019 were at least $250,000. The vesting threshold was met.
|
|
|
Ÿ
|
GEAL paid the pre-merger Advangelists members $10 million in cash. $500,000 was paid at closing and $9,500,000 will be paid under a promissory note that was issued at closing, in 19 monthly installments of $500,000 each, commencing on January 6, 2109.
|
Mobiquity Technology, Inc. & Advangelists, LLC
Unaudited Proforma Consolidated Balance Sheets
December 31, 2017
|
|
|
|
Mobiquity
Technologies, Inc
|
|
|
|
Advangelists LLC
|
|
|
|
Adjustments
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
56,470
|
|
|
$
|
424,171
|
|
(c)
|
$
|
–
|
|
|
$
|
|
|
|
Accounts receivable, net
|
|
|
18,576
|
|
|
|
644,598
|
|
(c)
|
|
–
|
|
|
|
663,174
|
|
|
Prepaid expenses and other current assets
|
|
|
17,638
|
|
|
|
–
|
|
|
|
–
|
|
|
|
17,638
|
|
|
Total Current Assets
|
|
|
92,684
|
|
|
|
1,068,769
|
|
|
|
–
|
|
|
|
1,161,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
–
|
|
|
|
2,778
|
|
|
|
–
|
|
|
|
2,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangibles, net
|
|
|
9,960
|
|
|
|
–
|
|
|
|
–
|
|
|
|
9,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security deposits
|
|
|
11,275
|
|
|
|
–
|
|
|
|
–
|
|
|
|
11,275
|
|
|
Investment in corporate stock
|
|
|
–
|
|
|
|
–
|
|
(b)
|
|
(5,311,867
|
)
|
|
|
(5,311,867
|
)
|
|
Members Loan
|
|
|
–
|
|
|
|
–
|
|
(c)
|
|
1,372,722
|
|
|
|
1,372,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
113,919
|
|
|
$
|
1,071,547
|
|
|
$
|
(3,939,145
|
)
|
|
$
|
(2,753,679
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
458,280
|
|
|
$
|
428,766
|
|
(c)
|
$
|
–
|
|
|
|
887,046
|
|
|
Accrued expenses
|
|
|
735,431
|
|
|
|
94,224
|
|
|
|
–
|
|
|
|
829,655
|
|
|
Note payable-bank
|
|
|
54,644
|
|
|
|
–
|
|
|
|
|
|
|
|
54,644
|
|
|
Note payable D.K.
|
|
|
–
|
|
|
|
–
|
|
(c)
|
|
1,372,722
|
|
|
|
1,372,722
|
|
|
Convertible notes payable
|
|
|
3,149,498
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3,149,498
|
|
|
Derivative liability
|
|
|
666,123
|
|
|
|
–
|
|
|
|
–
|
|
|
|
666,123
|
|
|
Total Current Liabilities
|
|
|
5,063,976
|
|
|
|
522,990
|
|
|
|
1,372,722
|
|
|
|
6,959,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Long term portion convertible notes, net
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Total Liabilities
|
|
|
5,063,976
|
|
|
|
522,990
|
|
|
|
1,372,722
|
|
|
|
6,959,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Members' Loan
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA Preferred stock: 5,000,000 authorized; $0.0001 par value 1,090,588
and 850,588 shares issued and outstanding at September 30, 2018 and December 31, 2017
|
|
|
11,552,513
|
|
|
|
–
|
|
|
|
–
|
|
|
|
11,552,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock: 5,000,000 authorized; $0.0001 par value 0 and 240,000 shares issued and
outstanding at September 30, 2018 and December 31, 2017
|
|
|
25
|
|
|
|
–
|
|
|
|
–
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAAA Preferred Stock, $.0001 par value;1,250 shares authorized 1,000 and zero shares issued
and outstanding at September 30, 2018 and December 31, 2017
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock: 900,000,000 authorized; $0.0001 par value 377,975,600 and 198,375,600 shares
issued and outstanding at September 30, 2018 and December 31, 2017
|
|
|
19,850
|
|
|
|
–
|
|
|
|
–
|
|
|
|
19,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members Loan
|
|
|
–
|
|
|
|
14,100
|
|
|
|
–
|
|
|
|
–
|
|
|
Additional paid in capital
|
|
|
44,776,029
|
|
|
|
–
|
|
|
|
–
|
|
|
|
44,776,029
|
|
|
Accumulated earnings (Deficit)
|
|
|
(61,298,474
|
)
|
|
|
534,457
|
|
(b)
|
|
(5,311,867
|
)
|
|
|
(66,075,884
|
)
|
|
Total Stockholders Equity (Deficit)
|
|
|
(16,502,570
|
)
|
|
|
548,557
|
|
|
|
(5,311,867
|
)
|
|
|
(21,279,980
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Total Liabilities and Stockholders' Equity
|
|
$
|
113,919
|
|
|
$
|
1,071,547
|
|
|
$
|
(3,939,145
|
)
|
|
$
|
(2,767,779
|
)
|
(b) Transfer warrants and ownership
interest in corporate investment held for 48% interest in Advangelists, LLC
(c) Seller accepted a note in lieu
of receiving Accounts Receivable and Cash in bank at closing, buyer assumed Accounts Payable.
Mobiquity Technology, Inc. & Advangelists, LLC
Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Loss
For the Year Ended December 31, 2017
|
|
|
Mobiquity
|
|
|
Advangelists
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
385,628
|
|
|
$
|
2,796,178
|
|
|
|
|
|
|
$
|
3,181,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
385,628
|
|
|
|
2,796,178
|
|
|
|
–
|
|
|
|
3,181,806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
684,004
|
|
|
|
1,743,966
|
|
|
|
–
|
|
|
|
2,427,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
684,004
|
|
|
|
1,743,966
|
|
|
|
–
|
|
|
|
2,427,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (Loss)
|
|
|
(298,376
|
)
|
|
|
1,052,212
|
|
|
|
–
|
|
|
|
753,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
4,908,934
|
|
|
|
545,775
|
|
|
|
–
|
|
|
|
5,454,709
|
|
|
Total Operating Expenses
|
|
|
4,908,934
|
|
|
|
545,775
|
|
|
|
–
|
|
|
|
5,454,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from operations
|
|
|
(5,207,310
|
)
|
|
|
506,437
|
|
|
|
–
|
|
|
|
(4,700,873
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
(3,058,310
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,058,310
|
)
|
|
Change in derivative liability
|
|
|
3,376,620
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3,376,620
|
|
|
Initial derivative expense
|
|
|
(1,284,704
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(1,284,704
|
)
|
|
Loss on extinguishment of debt
|
|
|
(4,071,789
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(4,071,789
|
)
|
|
Loss on sale of company stock
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
Warrant income
|
|
|
–
|
|
|
|
–
|
|
(a)
|
|
6,813,436
|
|
|
|
6,813,436
|
|
|
Loss on sale of investments
|
|
|
–
|
|
|
|
–
|
|
(a)
|
|
(12,125,303
|
)
|
|
|
(12,125,303
|
)
|
|
Total Other Income (Expense)
|
|
|
(5,038,183
|
)
|
|
|
–
|
|
|
|
(5,311,867
|
)
|
|
|
(10,350,050
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Income (Loss) from continuing operations
|
|
|
(10,245,493
|
)
|
|
|
506,437
|
|
|
|
(5,311,867
|
)
|
|
|
(15,050,923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive (Loss)
|
|
|
13,047
|
|
|
|
–
|
|
|
|
–
|
|
|
|
13,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from operations of discontinued entity
|
|
|
(149,608
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(149,608
|
)
|
|
Gain on sale of segment
|
|
|
278,720
|
|
|
|
–
|
|
|
|
–
|
|
|
|
278,720
|
|
|
Net Comprehensive Income (Loss)
|
|
$
|
(10,103,334
|
)
|
|
$
|
506,437
|
|
|
$
|
(5,311,867
|
)
|
|
$
|
(14,908,764
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Basic and fully diluted)
|
|
$
|
(0.05
|
)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
184,099,336
|
|
|
|
–
|
|
|
|
–
|
|
|
|
184,099,336
|
|
(a)
Transfer warrants and ownership interest in corporate investment held for 48% interest in Advangelists, LLC
Mobiquity Technology, Inc. & Advangelists, LLC
Unaudited Proforma Consolidated Balance Sheets
September 30, 2018
|
|
|
Mobiquity
|
|
|
Advangelists LLC
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
|
Technologies,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
185,574
|
|
|
$
|
252,418
|
(c)
|
|
$
|
–
|
|
|
$
|
437,992
|
|
|
Accounts receivable, net
|
|
|
101,905
|
|
|
|
1,731,320
|
(c)
|
|
|
–
|
|
|
|
1,834,157
|
|
|
Prepaid
expenses and other current assets
|
|
|
11,700
|
|
|
|
–
|
|
|
|
–
|
|
|
|
11,700
|
|
|
Total Current Assets
|
|
|
299,179
|
|
|
|
1,983,738
|
|
|
|
–
|
|
|
|
2,283,849
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
–
|
|
|
|
4,295
|
|
|
|
–
|
|
|
|
4,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in corporate stock
|
|
|
13,717,000
|
|
|
|
–
|
(b)
|
|
|
(5,311,867
|
)
|
|
|
8,405,133
|
|
|
Members Loan
|
|
|
–
|
|
|
|
|
(c)
|
|
|
1,372,722
|
|
|
|
1,372,722
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
14,016,179
|
|
|
$
|
1,988,033
|
|
|
$
|
(3,939,145
|
)
|
|
$
|
12,065,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
317,654
|
|
|
$
|
860,506
|
(c)
|
|
|
–
|
|
|
|
1,178,160
|
|
|
Accrued expenses
|
|
|
1,659,492
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,659,492
|
|
|
Note payable D.K.
|
|
|
–
|
|
|
|
–
|
(c)
|
|
|
1,372,722
|
|
|
|
1,372,722
|
|
|
Convertible notes payable
|
|
|
4,811,523
|
|
|
|
–
|
|
|
|
–
|
|
|
|
4,811,523
|
|
|
Derivative
liability
|
|
|
10,375,228
|
|
|
|
–
|
|
|
|
–
|
|
|
|
10,375,228
|
|
|
Total Current Liabilities
|
|
|
17,163,897
|
|
|
|
860,506
|
|
|
|
1,372,722
|
|
|
|
19,397,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term portion convertible
notes, net
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
17,163,897
|
|
|
|
860,506
|
|
|
|
1,372,722
|
|
|
|
19,397,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Members' Loan
|
|
|
–
|
|
|
|
(122,560
|
)
|
|
|
–
|
|
|
|
(122,560
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA Preferred
stock: 5,000,000 authorized; $0.0001 par value 1,090,588 and 850,588 shares issued and outstanding at September 30, 2018 and
December 31, 2017
|
|
|
11,552,513
|
|
|
|
–
|
|
|
|
–
|
|
|
|
11,552,513
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock: 5,000,000
authorized; $0.0001 par value 0 and 240,000 shares issued and outstanding at September 30, 2018 and December 31, 2017
|
|
|
25
|
|
|
|
–
|
|
|
|
–
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAAA Preferred
Stock, $.0001 par value;1,250 shares authorized 1,000 and zero shares issued and outstanding at September 30, 2018 and December
31, 2017
|
|
|
10,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock: 900,000,000
authorized; $0.0001 par value 377,975,600 and 198,375,600 shares issued and outstanding at September 30, 2018 and December
31, 2017
|
|
|
39,398
|
|
|
|
–
|
|
|
|
–
|
|
|
|
39,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital
|
|
|
73,358,542
|
|
|
|
–
|
|
|
|
–
|
|
|
|
73,358,542
|
|
|
Accumulated deficit
|
|
|
(88,108,196
|
)
|
|
|
1,250,087
|
(b)
|
|
|
(5,311,867
|
)
|
|
|
(92,169,044
|
)
|
|
Total Stockholders Equity (Deficit)
|
|
|
(14,700,231
|
)
|
|
|
1,250,087
|
|
|
|
(5,311,867
|
)
|
|
|
(18,761,079
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
14,016,179
|
|
|
$
|
2,110,593
|
|
|
$
|
(3,939,145
|
)
|
|
$
|
12,065,999
|
|
|
(b)
|
Transfer warrants and ownership interest in corporate investment held for 48% interest in Advangelists, LLC
|
|
(c)
|
Seller accepted a note in lieu of receiving Accounts Receivable and Cash in bank at closing, buyer assumed Accounts Payable.
|
Mobiquity Technology, Inc. & Advangelists, LLC
Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Loss
For the Nine Months Ended September 30, 2018
|
|
|
Mobiquity
|
|
|
Advangelists
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
453,717
|
|
|
$
|
3,180,473
|
|
|
|
–
|
|
|
$
|
3,635,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
453,717
|
|
|
|
3,180,473
|
|
|
|
–
|
|
|
|
3,635,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenues
|
|
|
543,096
|
|
|
|
1,750,577
|
|
|
|
–
|
|
|
|
2,293,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
543,096
|
|
|
|
1,750,577
|
|
|
|
–
|
|
|
|
2,293,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit (Loss)
|
|
|
(89,379
|
)
|
|
|
1,429,896
|
|
|
|
–
|
|
|
|
1,341,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
4,692,146
|
|
|
|
714,265
|
|
|
|
–
|
|
|
|
3,971,203
|
|
|
Total Operating Expenses
|
|
|
4,692,146
|
|
|
|
714,265
|
|
|
|
–
|
|
|
|
3,971,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(4,781,525
|
)
|
|
|
715,631
|
|
|
|
–
|
|
|
|
(2,629,754
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
(2,180,189
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(2,180,189
|
)
|
|
Change in derivative liability
|
|
|
(8,501,946
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(8,501,946
|
)
|
|
Initial derivative expense
|
|
|
(559,728
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(559,728
|
)
|
|
Loss on sale of company stock
|
|
|
(7,098,333
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(7,098,333
|
)
|
|
Warrant income
|
|
|
–
|
|
|
|
–
|
(a)
|
|
|
6,813,436
|
|
|
|
6,813,436
|
|
|
Loss on sale of investments
|
|
|
–
|
|
|
|
–
|
(a)
|
|
|
(12,125,303
|
)
|
|
|
(12,125,303
|
)
|
|
Total Other Income (Expense)
|
|
|
(18,340,196
|
)
|
|
|
–
|
|
|
|
(5,311,867
|
)
|
|
|
(25,087,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) from continuing operations
|
|
|
(23,121,721
|
)
|
|
|
715,631
|
|
|
|
(5,311,867
|
)
|
|
|
(27,717,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains arising during period
|
|
|
(3,688,000
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,688,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Comprehensive Income (Loss)
|
|
$
|
(26,809,721
|
)
|
|
$
|
715,631
|
|
|
$
|
(5,311,867
|
)
|
|
$
|
(31,405,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Basic and fully diluted)
|
|
$
|
(0.10
|
)
|
|
|
–
|
|
|
|
–
|
|
|
$
|
(0.12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
269,878,347
|
|
|
|
–
|
|
|
|
–
|
|
|
|
269,878,347
|
|
|
(a)
|
Transfer warrants and ownership interest in corporate investment held for 48% interest in Advangelists, LLC
|
Mobiquity Technologies (PK) (USOTC:MOBQ)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Mobiquity Technologies (PK) (USOTC:MOBQ)
Historical Stock Chart
Von Jul 2023 bis Jul 2024
