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xbrli:shares xbrli:pure

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 ~~March~~June 3130, 2025

☐ 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)~~

(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: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001 par value and Common Stock Purchase Warrants

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~~ Stock as of ~~May~~July 1429, 2025, was 2021,~~923~~821,~~409~~874.

MOBIQUITY TECHNOLOGIES, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION		3
Item 1. Consolidated Financial Statements		3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		33
Item 3. Quantitative and Qualitative Disclosures		4144
Item 4. Controls and Procedures		4244
PART II. OTHER INFORMATION		4345
Item 1. Legal Proceedings		4345
Item lA. Risk Factors		4345
Item 2. Changes in Securities		4445
Item 3. Defaults Upon Senior Securities		4755
Item 4. Mine Safety Disclosures		4755
Item 5. Other Information		4755
Item 6. Exhibits		4755
SIGNATURES		5160

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Mobiquity ~~Technology~~Technologies, Inc.

Consolidated Balance Sheets

	March 31,			December 31,
	June 30,			December 31,
	2025 (Unaudited)			2024
Assets
Current Assets
Cash	$	~~331~~184,~~360~~081		$	1,159,933
Accounts receivable, net		2336,~~286~~784			47,916
Prepaid and other current assets		1817,~~160,328~~488			768,622
Total Current Assets		1,~~514~~038,~~974~~353			1,976,471
Property and equipment, net		53,~~780~~235			4,417
Goodwill		1,352,865			1,352,865
Capitalized software development costs, net		32,~~004~~824,~~446~~330			3,184,562
Investment		500,014			–
Total Assets	$	65,~~378~~718,~~079~~797		$	6,518,315
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses	$	2,~~424~~494,~~325~~555		$	2,528,463
Accrued interest - related party		611,~~954~~088			6,000
Contract liabilities		25,486			25,486
Debt, current portion, net		~~732~~703,~~076~~815			673,915
Total Current Liabilities		3,~~188~~234,~~841~~944			3,233,864
Total Liabilities		3,~~188~~234,~~841~~944			3,233,864
Commitments and Contingencies (Note 9)		–			–
Stockholders' Equity
AAA preferred stock; $0.0001 par value, 1,250,000 shares authorized, 31,413 shares issued and outstanding		3			3
Preferred stock Series E; $0.0001 par value, 70,000 shares authorized, 61,688 shares issued and outstanding		6			6
Preferred stock Series H; $0.0001 par value, 770,000 shares authorized, no shares issued and outstanding		–			–
Common stock; $0.0001 par value, 100,000,000 shares authorized, 19,976,623 and 18,721,240 shares issued, 19,974,106 and 18,718,723 shares outstanding		1,999			1,872
Common stock; $0.0001 par value, 100,000,000 shares authorized, 21,341,874 and 18,721,240 shares issued, 21,339,357 and 18,718,723 shares outstanding		2,134			1,872
Treasury stock, at cost, $0.0001 par value 2,517 shares outstanding		(1,350,006	)		(1,350,006	)
Additional paid-in capital		~~232~~233,~~466~~930,~~744~~073			230,266,097
Accumulated deficit		(~~227~~230,~~929~~098,~~508~~357	)		(225,633,521	)
Total Stockholders' Equity		32,~~189~~483,~~238~~853			3,284,451
Total Liabilities and Stockholders' Equity	$	65,~~378~~718,~~079~~797		$	6,518,315

See accompanying notes to the consolidated financial statements

Mobiquity ~~Technology~~Technologies, Inc.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2025			2024			2025			2024
Revenues	$	1231,~~613~~108		$	~~263~~266,~~282~~892		$	43,721		$	530,174
Cost of revenues		~~31,468~~170			~~211~~184,~~269~~125			31,638			395,394
Gross profit (loss)		(18,855	)		52,013
Gross profit		30,938			82,767			12,083			134,780
Operating expenses
General and administrative expenses		1,~~945~~809,~~860~~426			~~999~~1,~~293~~043,020			3,755,286			2,042,313
Depreciation and amortization		180,~~739~~990			~~101~~61,~~818~~756			361,729			163,574
Total operating expenses		21,~~126~~990,~~599~~416			1,~~101~~104,~~111~~776			4,117,015			2,205,887
Loss from operations		(21,~~145~~959,~~454~~478	)		(1,~~049~~022,~~098~~009	)		(4,104,932	)		(2,071,107	)
Other income (expense)
Interest expense		(~~150~~207,~~542~~706	)		(57113,~~087~~785	)		(358,248	)		(170,872	)
Loss on disposal of fixed assets		–			–
Gain on debt extinguishment, net		–			152,643			–			152,643
Interest income		9			4,601
Other income		–			237,949			–			237,949
Total other expense - net		(150,533	)		(52,486	)
Loss on disposal of fixed assets		(1,672	)		–			(1,672	)		–
Net loss before income taxes		(2,295,987	)		(1,101,584	)
Interest income		7			55			16			4,656
Income tax benefit		–			59,324
Total other expense - net		(209,371	)		276,862			(359,904	)		224,376
Net loss	$	(2,295,987	)	$	(1,042,260	)
Net loss before income taxes		(2,168,849	)		(745,147	)		(4,464,836	)		(1,846,731	)
Loss per share - basic and diluted	$	(0.12	)	$	(0.24	)
Income tax benefit		–			–			–			59,324
Weighted average number of shares outstanding - basic and diluted		19,485,260			4,374,453
Net loss	$	(2,168,849	)	$	(745,147	)	$	(4,464,836	)	$	(1,787,407	)
Loss per share - basic and diluted	$	(0.11	)	$	(0.14	)	$	(0.22	)	$	(0.29	)
Weighted average number of shares outstanding - basic and diluted		20,586,267			5,297,503			19,935,373			6,220,624

See accompanying notes to the consolidated financial statements

Mobiquity ~~Technology~~ Technologies, Inc.

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

For the Three and Six Months Ended ~~March 31~~June 30, 2025 and 2024

Series E Preferred Stock

Series F Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Amount

Balance, at December 31, 2023

61,688

–

768,473

Common stock issued for services

–

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

–

Accrued Series H Preferred Stock cash dividends

–

Repurchase of common stock held in Treasury

–

Stock based compensation

–

Net Loss

–

Balance, at March 31, 2024

61,688

–

768,473

Series E Preferred Stock

Series F Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Amount

Balance, at December 31, 2024

61,688

–

Common stock issued for services

–

Common stock issued for cash

–

Common stock subscribed

–

Stock based compensation

–

Note payable conversion to common stock

–

Accrued Series H preferred stock cash dividends

–

Common stock exchanged for investment

–

Warrants issued for services

–

Common stock issued for warrant conversion

–

Net Loss

–

Net loss

–

Balance, at June 30, 2024

61,688

–

768,473

Balance, at March 31, 2025

61,688

–

Series E Preferred Stock

Series F Preferred Stock

Series G Preferred Stock

Series H Preferred Stock

Amount

Balance, at December 31, 2024

61,688

–

Common stock issued for services

–

Common stock issued for cash

–

Stock based compensation

–

Note payable conversion to common stock

–

Common stock exchanged for investment

–

Common stock issued for warrant conversion

–

Net loss

–

Balance, at March 31, 2025

61,688

–

Common stock issued for services

–

Common stock issued for cash

–

Common stock issued for original issue debt discount

–

Common stock issued for future equity sale

–

Net loss

–

Balance, June 30, 2025

61,688

–

Mobiquity Technology, Inc.

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

For the Three Months Ended March 31, 2025 and 2024 (Continued)

	Series AAA Preferred Stock				Common Stock				Additional Paid-in			Treasury Shares					Accumulated			Stockholders' Equity
	Shares		Amount		Shares		Amount		Capital			Shares		Amount			Deficit			(Deficit)
Balance, at December 31, 2023		31,413	$	3		3,994,926	$	400	$	220,598,180			2,500	$	(1,350,000	)	$	(217,040,339	)	$	2,208,328
Common stock issued for services		–		–		118,000		12		64,988			–		–			–			65,000
Common stock and pre-funded warrants issued under public offering, net of issuance costs		–		–		1,123,334		112		399,888			–		–			–			400,000
Accrued Series H Preferred Stock cash dividends		–		–		–		–		(46,108	)		–		–			–			(46,108	)
Repurchase of common stock held in Treasury		–		–		–		–		–			17		(6	)		–			(6	)
Stock based compensation		–		–		–		–		234			–		–			–			234
Net Loss		–		–		–		–		–			–		–			(1,042,260	)		(1,042,260	)
Balance, at March 31, 2024		31,413	$	3		5,236,260	$	524	$	221,017,182			2,517	$	(1,350,006	)	$	(218,082,599	)	$	1,585,188
	Series AAA Preferred Stock				Common Stock				Additional Paid-in			Treasury Shares					Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Shares		Amount			Deficit			Equity
Balance, at December 31, 2024		31,413	$	3		18,721,240	$	1,872	$	230,266,097			2,517	$	(1,350,006	)	$	(225,633,521	)	$	3,284,451
Common stock issued for services		–		–		401,498		40		1,100,990			–		–			–			1,101,030
Common stock issued for cash		–		–		432,571		43		569,457			–		–			–			569,500
Stock based compensation		–		–		–		–		230			–		–			–			230
Note payable conversion to common stock		–		–		17,143		2		29,998			–		–			–			30,000
Common stock exchanged for investment		–		–		127,230		13		500,001			–		–			–			500,014
Common stock issued for warrant conversion		–		–		276,941		29		(29	)		–		–			–			–
Net loss		–		–		–		–		–			–		–			(2,295,987	)		(2,295,987	)
Balance, at March 31, 2025		31,413	$	3		19,976,623	$	1,999	$	232,466,744			2,517	$	(1,350,006	)	$	(227,929,508	)	$	3,189,238

See accompanying notes to the consolidated financial statements

Mobiquity Technologies, Inc.

Consolidated Statements of Stockholders' Equity (Unaudited)

For the Three and Six Months Ended June 30, 2025 and 2024 (Continued)


	Series AAA Preferred Stock				Common Stock				Additional Paid-in			Stock Subscription			Treasury Shares					Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Receivable			Shares		Amount			Deficit			Equity
Balance, at December 31, 2023		31,413	$	3		3,994,926	$	400	$	220,598,180		$	–			2,500	$	(1,350,000	)	$	(217,040,339	)	$	2,208,328
Common stock issued for services		–		–		118,000		12		64,988			–			–		–			–			65,000
Common stock and pre-funded warrants issued under public offering, net of issuance costs		–		–		1,123,334		112		399,888			–			–		–			–			400,000
Accrued Series H Preferred Stock cash dividends		–		–		–		–		(46,108	)		–			–		–			–			(46,108	)
Repurchase of common stock held in Treasury		–		–		–		–		–			–			17		(6	)		–			(6	)
Stock based compensation		–		–		–		–		234			–			–		–			–			234
Net Loss		–		–		–		–		–			–			–		–			(1,042,260	)		(1,042,260	)
Balance, at March 31, 2024		31,413		3		5,236,260		524		221,017,182			–			2,517		(1,350,006	)		(218,082,599	)		1,585,188

Common stock issued for services		–		–		39,754		4		24,031			–			–		–			–			24,035
Common stock issued for cash		–		–		2,124,000		213		1,061,787			–			–		–			–			1,062,000
Common stock subscribed		–				200,000		20		99,980			(100,000	)		–		–			–			–
Stock based compensation		–		–		–		–		941			–			–		–			–			941
Accrued Series H preferred stock cash dividends		–		–		–		–		(46,108	)		–			–		–			–			(46,108	)
Warrants issued for services		–		–		–		–		171,800			–			–		–			–			171,800
Net Loss		–		–		–		–		–			–			–		–			(745,147	)		(745,147	)
Balance, at June 30, 2024		31,413	$	3		7,600,014	$	761	$	222,329,613		$	(100,000	)		2,517	$	(1,350,006	)	$	(218,827,746	)	$	2,052,709

Mobiquity ~~Technology~~ Technologies, Inc.

Consolidated Statements of ~~Cash~~Stockholders' ~~Flows~~Equity (Unaudited)

For the Three and Six Months Ended ~~March~~June 3130, 2025 and 2024 (Continued)

	2025			2024
	Series AAA Preferred Stock						Common Stock				Additional Paid-in			Stock Subscription		Treasury Shares					Accumulated			Total Stockholders'
Cash flows from operating activities:
	Shares			Amount			Shares		Amount		Capital			Receivable		Shares		Amount			Deficit			Equity
Net loss	$	(2,295,987	)	$	(1,042,260	)
Balance, at December 31, 2024		31,413		$	3			18,721,240	$	1,872	$	230,266,097		$	–		2,517	$	(1,350,006	)	$	(225,633,521	)	$	3,284,451
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		–			–			401,498		40		1,100,990			–		–		–			–			1,101,030
Allowance for credit losses		39,414			43,663
Common stock issued for cash		–			–			432,571		43		569,457			–		–		–			–			569,500
Depreciation		623			1,245
Stock based compensation		–			–			–		–		230			–		–		–			–			230
Amortization of intangible assets		–			57,366
Note payable conversion to common stock		–			–			17,143		2		29,998			–		–		–			–			30,000
Amortization of capitalized software development costs		180,116			43,207
Common stock exchanged for investment		–			–			127,230		13		500,001			–		–		–			–			500,014
Amortization of debt discount		140,282			53,351
Common stock issued for warrant conversion		–			–			276,941		29		(29	)		–		–		–			–			–
Common stock and warrants issued for services		641,793			65,000
Net loss		–			–			–		–		–			–		–		–			(2,295,987	)		(2,295,987	)
Stock-based compensation		230			234
Balance, at March 31, 2025		31,413			3			19,976,623		1,999		232,466,744			–		2,517		(1,350,006	)		(227,929,508	)		3,189,238
Income tax benefit		–			59,324
Common stock issued for services		–			–			3,465		–		6,178			–		–		–			–			6,178
Changes in operating assets and liabilities
Common stock issued for cash		–			–			1,227,500		122		1,219,878			–		–		–			–			1,220,000
(Increase) decrease in accounts receivable		(14,784	)		(52,787	)
Common stock issued for original issue debt discount		–			–			34,286		3		82,283			–		–		–			–			82,286
(Increase) decrease prepaid expenses and other assets		62,501			41,874
Common stock issued for future equity sale		–			–			100,000		10		154,990			–		–		–			–			155,000
Increase (decrease) in accounts payable and accrued expenses		(73,184	)		93,707
Net loss		–			–			–		–		–			–		–		–			(2,168,849	)		(2,168,849	)
Increase (decrease) in contract liabilities		–			34,314
Balance, June 30, 2025		31,413		$	3			21,341,874	$	2,134	$	233,930,073		$	–		2,517	$	(1,350,006	)	$	(230,098,357	)	$	2,483,853
Net cash used in operating activities		(1,318,996	)		(601,762	)
Cash flows from investing activities
Purchase of property and equipment		(1,986	)		–
Increase in software development costs		–			(511,819	)
Net cash used in investing activities		(1,986	)		(511,819	)
Cash flows from financing activities
Issuance of common stock for cash		569,500			400,000
Proceeds from the issuance of debt, net of discounts and debt issuance costs		245,641			394,350
Repayments on debt		(322,732	)		(135,967	)
Repurchase of treasury stock		–			(6	)
Net cash provided by financing activities		492,409			658,377
Net change in cash		(828,573	)		(455,204	)
Cash - beginning of period		1,159,933			528,272
Cash - end of period	$	331,360		$	73,068
Supplemental disclosure of cash flow Information
Cash paid for interest	$	9,306		$	43,406
Cash paid for taxes	$	–		$	6,185
Supplemental disclosure of non-cash investing and financing activities:
Accrual of Series H Preferred stock dividends	$	–		$	46,108
Issuance of common stock exchanged for equity investment	$	500,014		$	–
Issuance of common stock as settlement for accounts payable	$	30,000		$	–
Issuance of common stock as compensation under services agreement	$	1,096,000		$	–

See accompanying notes to the consolidated financial statements

Mobiquity Technologies, Inc.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024


	2025			2024

Cash flows from operating activities:
Net loss	$	(4,464,836	)	$	(1,787,407	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,496			670
Provision for credit losses		14,308			43,258
Amortization of intangible assets		–			76,488
Amortization of capitalized software development costs		360,232			86,416
Amortization of debt discount		321,271			147,294
Common stock and warrants issued for services		1,114,633			260,835
Stock-based compensation		230			1,175
Income tax benefit		–			59,324
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		(3,176	)		(186,482	)
(Increase) decrease prepaid expenses and other assets		87,501			(96,652	)
Increase (decrease) in accounts payable and accrued expenses		(4,820	)		222,524
Increase (decrease) in contract liabilities		–			(163,723	)
Net cash used in operating activities		(2,573,161	)		(1,336,280	)

Cash flows from investing activities
Purchase of property and equipment		(314	)		–
Increase in software development costs		–			(974,375	)
Net cash used in investing activities		(314	)		(974,375	)

Cash flows from financing activities
Proceeds from the issuance of debt, net of discounts and debt issuance costs		267,994			876,923
Repayments on long-term debt		(459,871	)		(532,642	)
Issuance of common stock and pre-funded warrants, net of issuance costs		1,789,500			1,462,000
Repurchase of treasury stock		–			(6	)
Net cash provided by financing activities		1,597,623			1,806,275

Net change in cash		(975,852	)		(504,380	)

Cash - beginning of period		1,159,933			528,272

Cash - end of period	$	184,081		$	23,892

Supplemental disclosure of cash flow Information
Cash paid for interest	$	31,889		$	53,067

Supplemental disclosure of non-cash investing and financing activities:
Accrual of Series H Preferred stock dividends	$	–		$	92,216
Common stock subscription receivable	$	–		$	100,000
Common stock issued in exchange for equity investment	$	500,014		$	–
Note payable issued as settlement for accounts payable	$	24,000		$	–
Note payable conversion to common stock	$	30,000		$	–
Common stock issued for original issue debt discount	$	93,494		$	–
Common stock issued as compensation under services agreement	$	1,096,000		$	–
Common stock issued for future equity sale	$	155,000		$	–

See accompanying notes to the consolidated financial statements

MOBIQUITY TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March~~June 3130, 2025

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

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

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

Schedule of subsidiaries
Company Name		State of Incorporation
Mobiquity Networks, Inc.		New York
Advangelists, LLC		Delaware

Mobiquity Networks, Inc.

Mobiquity Networks, Inc. is a wholly owned subsidiary of Mobiquity Technologies, Inc., commencing operations in May 2018. Mobiquity Networks started and developed as a mobile advertising technology company focused on driving foot-traffic throughout its indoor network and has evolved and grown into a next generation data intelligence company. Mobiquity Networks, Inc. operates our data intelligence platform business.

Advangelists, LLC

Advangelists LLC is a wholly owned subsidiary of Mobiquity Technologies, Inc., acquired through a merger transaction in December 2018, and operates our ATOS platform business.

Liquidity, Going Concern and Management’s Plans

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

As reflected in the accompanying consolidated financial statements, for the ~~three~~six months ended ~~March~~June 3130, 2025, the Company had:

·	~~Net loss of $2,295,987 and~~·	Net loss of $4,464,836 and
·	~~Net cash used in operations was $1,318,996~~·	Net cash used in operations was $2,573,161

Additionally, at ~~March~~June 3130, 2025, the Company had:

· Accumulated deficit of $~~227~~230,~~929~~098,~~508~~357 · Stockholders’ equity of $32,~~189~~483,~~238~~853, and · Working capital deficit of $12,~~673~~196,~~867~~591.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand of $~~331~~184,~~360~~081 at ~~March~~June 3130, 2025.

The Company has incurred significant losses since its inception in 1998 and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ended December 31, ~~2024, and the three months ended March 31,~~ 2025, and our current capital structure including equity-based instruments and our obligations and debts.

Without sufficient revenue from operations, if the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations.

These factors create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued, as the Company will need additional capital to meet its financial obligations. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on the basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

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

910

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (U.S. GAAP) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (SEC). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~March~~June 3130, 2025, and the results of operations and cash flows for the periods presented. The results of operations for the three months and six months ended ~~March~~June 3130, 2025, are not necessarily indicative of the operating results for the full fiscal year or any future period. These consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 7, 2025.

Management acknowledges its responsibility for the preparation of the accompanying consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.

Principles of Consolidation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Business Segments and Concentrations

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reporting segment. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of Company assets and liabilities, including the allowance for credit losses, stock-based compensation, the deferred tax asset valuation allowance, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

1011

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 quoted market prices in active markets that the Company can access for identical assets or liabilities;

	·	Level 2—Valuation based on quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; and

	·	Level 3—Valuation based on unobservable inputs that are supported by little or no market activity, which require management’s best estimate of what market participants would use as fair value.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.

The respective carrying value of certain on-balance-sheet financial instruments approximated their fair value. These financial instruments include accounts receivable, investment, accounts payable and accrued expenses, accrued interest – related party, and contract liabilities. On ~~March~~June 3130, 2025, and December 31, 2024, the ~~carrying~~ carrying amounts of these financial instruments approximated their fair values due to the short-term nature of these instruments. The fair value of the Company’s ~~long-term~~ debt approximates its carrying value based on current financing rates available to the Company.

The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2, or Level 3 instruments.

Cash and Cash Equivalents and Concentrations of Risk

For the purposes of presentation in the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

On ~~March~~June 3130, 2025, and December 31, 2024, the ~~Company~~ Company did not have any cash equivalents.

1112

The Company is exposed to credit risk on its cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. On ~~March~~June 3130, 2025, and December 31, 2024, the Company did not experience any losses on cash balances in excess of FDIC insured limits. Any loss incurred or a lack of access to funds could have a significant impact on the Company’s consolidated financial condition, results of operations, and cash flows.

For the quarters ended ~~March~~June 3130, 2025, and 2024, sales of our products to ~~four~~three customers and three customers generated approximately 9096% and 8754% of our revenues, respectively. For the six months ended June 30, 2025, and 2024, sales of our products to three customers generated approximately 85% and 74% 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 the results of operations and financial condition.

Accounts Receivable and Allowance for Credit Losses

The Company accounts for its accounts receivable in accordance with Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326), which provides guidance on how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under the standard, disclosures are required to provide users of the consolidated financial statements with useful information in analyzing the Company’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in Topic 326 were trade accounts receivable.

Accounts receivable ~~represent~~represents customer ~~obligations~~ 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. ~~Two~~Three of our customers combined accounted for approximately 7481% of the outstanding gross accounts receivable at ~~March~~June 3130, 2025.

The Company had accounts receivable, net, of $2336,~~286~~784, $47,916, and $34,628 at ~~March~~June 3130, 2025, December 31, 2024, and January 1, 2024, respectively.

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

The allowance for credit losses for accounts receivable and the related activity, for the ~~three~~six months ended ~~March~~June 3130, 2025, is as follows:

Schedule of allowance for credit losses for accounts receivable activity
Balance, December 31, 2024	$	79,832
Provision for credit losses		3948,~~414~~760
Write-off of previously reserved account balances		–
Balance, March 31, 2025	$	119,246
Balance, June 30, 2025	$	128,592

Provision for credit losses expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

1213

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.

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 impairment was recognized by the Company for the three months and six months ended ~~March~~June 3130, 2025, and 2024.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in current results of operations.

Goodwill

The Company’s goodwill represents the excess of the consideration transferred for the acquisition of Advangelists LLC in December 2018 over the fair value of the underlying identifiable net assets acquired. Goodwill is not amortized but instead, it is tested for impairment at least annually. If management determines that the value of goodwill has become impaired, the Company will record a charge in an amount equal to the excess of the reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit during the fiscal quarter in which the determination is made.

The Company performs its annual impairment tests of goodwill as of December 31st of each year, or more frequently, if certain indicators are present. Goodwill is required to be tested for impairment at the reporting unit level. A reporting unit is an operating segment or one level below the operating segment level, which is referred to as a component. Management identifies its reporting units by assessing whether components (i) have discrete financial information available, (ii) engage in business activities, and (iii) whether a segment manager regularly reviews the component’s operating results. Net assets and goodwill of acquired businesses are allocated to the reporting unit associated with the acquired business based on the anticipated organizational structure of the combined entities. If two or more components are deemed economically similar, those components are aggregated into one reporting unit when performing the annual goodwill impairment review. The Company has one reporting unit as of ~~March~~June 3130, 2025, and December 31, 2024. No impairment of goodwill was recognized by the Company during the ~~three-month~~six ~~period~~ months ended ~~March~~June 3130, 2025 , or fiscal 2024.

Intangible Assets

In December 2018, the Company acquired ~~the~~most ~~majority~~ of its intangible assets through its acquisition of Advangelists LLC, which included customer relationships and the ATOS platform technology. The Company amortizes its identifiable definite-lived intangible assets over an estimated period of 5 years.

1314

Capitalized Software Development Costs

In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal-use software development costs associated with creating and enhancing internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the research and planning stage and in the post-implementation stage of software development, or other maintenance and development expenses that do not meet the qualification for capitalization, are expensed as incurred. Costs incurred in the application and development stage, including significant enhancements and upgrades, are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants directly associated with and who devote time to software projects and external direct costs of materials obtained in developing the software. These software developments and acquired technology are amortized on a straight-line basis over the estimated useful life of five years upon the initial release of the software or additional features. The Company reviews the software development costs for impairment when circumstances indicate their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess of carrying value over the fair value in its consolidated statements of operations. See Note 3 for further details.

Derivative Financial Instruments

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (ASC 480), Distinguishing Liabilities from Equity and FASB ASC Topic No. 815, (ASC 815) Derivatives and Hedging.

Terms of financial instruments are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the host contract under ASC 815 and recorded on the balance sheet at fair value. Derivative liabilities are remeasured to reflect fair value at each reporting period, with any increase or decrease in the fair value being recorded in the results of operations. The Company generally incorporates a binomial model to determine fair value. Upon conversion of a debt instrument where an embedded conversion option has been bifurcated and accounted for separately as a derivative liability, the Company records the resulting shares issued at fair value, derecognizes all related debt principal, derivative liability, and debt discount, and recognizes a net gain or loss on debt extinguishment. Equity instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. As of ~~March~~June 3130, 2025, and December 31, 2024, the Company had no derivative instruments outstanding.

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 discounts and amortized to interest expense in the consolidated statement of operations, over the term of the underlying debt instrument, using the effective interest method, with the unamortized portion reported net with related principal outstanding on the consolidated balance sheet. For the three months ended ~~March~~June 3130, 2025, ~~and~~ and 2024, the Company recognized $~~140~~180,~~282~~989 and $53,351 of interest expense, respectively, associated with the amortization of debt discounts on debt outstanding during the periods. ~~Unamortized~~For the six months ended June 30, 2025, and 2024, the Company recognized $321,271 and $147,294 of interest expense, respectively, associated with the amortization of debt discounts on debt outstanding during the periods. Unamortized debt discounts remaining at ~~March~~June 3130, 2025, were approximately $~~194~~207,000 and are expected to be fully amortized during the ~~remainder~~next oftwelve ~~2025~~months. See Note 4 regarding the accounting for debt discounts and debt issuance costs.

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:

1415

Identify the contract with a customer.

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

Identify the performance obligations in the contract.

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

Determine the transaction price.

The transaction price is determined based on the consideration of 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 outstanding at ~~March~~June 3130, 2025, or December 31, 2024, contained a significant financing component or variable consideration terms.

Allocate the transaction price to performance obligations in the contract.

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

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

The Company satisfies performance obligations at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Under both managed services arrangements and self-service arrangements, the Company’s promised services under the contracts include identification, bidding and purchasing of advertisement opportunities. The Company also generally has discretion in establishing the pricing of the ads. Since the Company is controlling the promise to deliver the contracted services, the Company is considered the principal in all arrangements for revenue recognition purposes. The performance obligations are satisfied, and revenue recognition primarily upon publication of customer advertising content.

1516

All revenues recognized were derived from internet advertising for the three months and six months ended ~~March~~June 3130, 2025, and 2024.

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

Contract Liabilities

Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. As of ~~March~~June 3130, 2025, and December 31, 2024, there were $25,486, and as of January 1, 2024, there were $195,135 in contract liabilities outstanding. Contract liabilities are expected to be recognized as revenue within the year following their respective period end.

Advertising

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expenses in the consolidated statements of operations. Advertising costs were insignificant for the periods ~~ended~~ending ~~March~~June 3130, 2025, and 2024.

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 by 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 the 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

1617

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 date of the enactment.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of ~~March~~June 3130, 2025, and December 31, 2024, the Company did not identify any uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements.

The Company recognizes interest and penalties, if any, related to recognized uncertain income tax positions, in other expense. No interest and penalties related to uncertain income tax positions were recorded for the periods ended ~~March~~June 3130, 2025, and 2024. 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 jurisdiction generally remain open for up to four years from the filing date.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recently Adopted Accounting Pronouncements

We consider the applicability and impact of all new accounting pronouncements on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the Financial Accounting Standards Board (FASB) through the date these consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company.

NOTE 3: INTANGIBLE ASSETS AND SOFTWARE DEVELOPMENT COSTS

The Company’s definite-lived intangible assets consist of a customer relationship asset acquired through the Advangelists, LLC acquisition in 2018, and capitalized software development costs. 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. The Company’s customer relationship intangible asset is fully amortized at December 31, 2024.

Schedule of intangible assets
	Useful Life	March 31, 2025			December 31, 2024
Software development costs	5 years	$	3,602,328		$	3,602,328
Less accumulated amortization			(597,882	)		(417,766	)
Net carrying value, software development costs		$	3,004,446		$	3,184,562

During the three months ended March 31, 2025 and 2024, the Company recognized $180,116 and $100,573 in amortization expense, respectively, related to intangible assets, which is included in general and administrative expenses on the accompanying consolidated statements of operations.

As of March 31, 2025, the Company has capitalized a total of approximately $3,600,000 of costs associated with the development of its new software enhancements, referred to as ATOS4P and AdHere. The Company ceased capitalizing costs, and commenced marketing its ATOS4P enhancement to the public, during the third quarter of 2024. The Company commenced amortization of the costs associated with the AdHere technology in the second quarter of 2024, when the product was available to the general public.

Future amortization of approximately $3,004,000 in unamortized software development costs, by fiscal year, at March 31, 2025, is as follows:

Schedule of future annual amortization
	Software Development Costs
Remainder of 2025	$	540,000
2026		720,000
2027		720,000
2028		720,000
2029		304,000
Total	$	3,004,000

NOTE 3: INTANGIBLE ASSETS AND SOFTWARE DEVELOPMENT COSTS

Schedule of intangible assets
	Useful Life	June 30, 2025			December 31, 2024

Software development costs	5 years	$	3,602,328		$	3,602,328
Less accumulated amortization			(777,998	)		(417,766	)
Net carrying value, software development costs		$	2,824,330		$	3,184,562

During the three and six months ending June 30, 2025, and 2024, the Company recognized $180,116 and $62,333, and $360,232 and $162,904, in amortization expense, respectively, related to intangible assets, which are included in general and administrative expenses on the accompanying consolidated statements of operations.

As of June 30, 2025, the Company has capitalized a total of approximately $3,600,000 of costs associated with the development of its new software enhancements, referred to as ATOS4P and AdHere. The Company ceased capitalizing costs, and commenced marketing its ATOS4P enhancement to the public, during the third quarter of 2024. The Company commenced amortization of the costs associated with the AdHere technology in the second quarter of 2024, when the product was available to the general public.

Future amortization of approximately $2,824,000 in unamortized software development costs, by fiscal year, at June 30, 2025, is as follows:

Schedule of future annual amortization
	Software Development Costs
Remainder of 2025	$	360,000
2026		720,000
2027		720,000
2028		720,000
2029		304,000
Total	$	2,824,000

NOTE 4 – DEBT

Related Party - Salkind Loans

On February 2, 2024, Dr. Salkind, Board Chairman, loaned the Company $150,000 of short-term debt financing for working capital (Salkind February 2024 Loan). The unsecured loan was payable on demand and boar interest at 10% per annum, payable monthly.

On June 27, 2024, the Company entered into a new Loan Agreement with Dr. Salkind and a relative of Dr. Salkind (Salkind June 2024 Loan) for no additional consideration from the lenders, effectively cancelling the Salkind February 2024 Loan. The Salkind June 2024 Loan is a $160,000 non-interest-bearing loan, which includes an Original Issue Discount of $10,000. The $160,000 in principal is due on demand on or after December 31, 2024, and was convertible at the option of the lenders at any time into shares of the Company’s restricted common stock at a conversion rate of $0.50 per share.

On July 5, 2024, the Company entered into another Loan Agreement with Dr. Salkind for additional proceeds of $50,000, and on July 23, 2024, entered into a Loan Agreement with Dr. Salkind’s son for additional proceeds of $50,000. Both July 2024 loans were issued under the same non-interest, repayment, and conversion terms as the Salkind June 2024 Loan.

On December 30, 2024, the Salkind June 2024 Loan and ~~the~~ July 2024 Salkind loans were converted into shares of the Company’s common stock at a rate of $0.50 per share. A total of $250,000 in debt principal and $11,500 in Original Issue Discount was converted into a total of 523,000 shares of common stock, in full ~~settlement~~ settlement of debt outstanding to Dr. Salkind and his son. The Company recognized $11,500 in interest expense under the loans related to amortization of the OID for the year ended December 31, 2024.

Related Party - Other Loans

During the quarter ended ~~June~~March 3031, ~~2024~~2025, the Company entered into ~~the~~a ~~following~~Loan ~~loan~~Agreement ~~agreements~~ with its corporate attorney (the lender) effectively agreeing to replace $24,000 in ~~exchange~~trade ~~for~~payables ~~cash~~into a ordemand promissory note, which included $6,000 in OID. The Loan Agreement included a conversion feature, at the ~~cancellation~~sole option of ~~invoices~~the lender, to convert the outstanding obligations into shares of the Company’s restricted common stock at a conversion price of $1.75. In February ~~related~~2025, the lender agreed to ~~legal~~convert ~~services~~the ~~performed~~loan byprincipal and original issue discount into 17,143 shares of common stock in full settlement of the ~~attorney~~Loan Agreement.

~~Loan 1, dated~~ April ~~2024,~~2025 ~~was~~Loan a non-interest-bearing demand loan issued in exchange for $70,000 cash, and included a $4,000 discount. The $74,000 in principal was paid in full during 2024, and the Company recognized $4,000 in interest expense associated with the debt discount during the year ended December 31, 2024.Agreement

~~Loan~~On 2March 31, ~~dated~~2025, ~~April~~the ~~2024~~Company entered into a $150,000 Loan Agreement and Convertible Note, which was afunded ~~non-interest-bearing demand~~and recorded in April 2025. The loan matures on September 30, 2025, and was issued inwith ~~exchange~~an ~~for~~OID consisting of 34,286 shares of the Company’s common stock, valued at $4082,286. The Company recognized approximately $41,000 in ~~cash~~interest expense associated with the amortization of the OID for the quarter ended June 30, 2025. The ~~principal~~loan ~~was~~is ~~paid~~to inbe ~~full~~fully ~~during~~settled with ~~2024~~the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share.

Loan 3, dated June 2024, is a non-interest-bearing demand loan issued in exchange for the cancellation of $20,000 in invoices outstanding related to legal services performed. Loan 3 included an Original Issue Discount (OID) of $5,000. The $25,000 in principal and Original Issue Discount is payable on demand on or after December 31, 2024, and is also convertible at the option of the lender into the Company’s restricted common stock at a conversion rate of $0.50 per share.

Loan 4, dated June 2024, is a non-interest-bearing demand loan issued in exchange for $37,000 in cash. Loan 4 included an Original Issue Discount of $15,000. The $52,000 in principal and Original Issue Discount is payable on demand at any time on or after December 31, 2024, and is also convertible at the option of the lender into the Company’s restricted common stock at a conversion rate of $0.50 per share.

During the quarter ended September 30, 2024, the Company entered into the following loan agreements with its corporate attorney in exchange for cash.

Loans 5 and 6, dated July 2024, consists of two verbal, non-interest-bearing loans totaling $78,000 to the Company on a short-term basis. Loan 7, dated September 2024, consists of a verbal, non-interest-bearing loan issued in exchange for $75,000 in cash on a short-term basis.

On October 8, 2024, the corporate attorney and the Company entered into a modification to Loans 3, 4, 5, 6, and 7 above which provides the following:

· Loans 3 and 4 were amended to include a provision that, if the Company elects to prepay the loans, the Company will provide at least five days written notice to the debt holder of such intent for prepayment allowing the debt holder the opportunity to convert the debt. · Loans 5, 6, and 7, totaling $87,000 in outstanding principal were amended to add a $13,000 OID and a conversion option in which the debt and OID are convertible at any time at a rate of $1.00 per share at the option of the debt holder. In addition, in the event the Company receives additional financing or revenues, the Company shall, by Friday of each week in which such event occurs, notify the debt holder and shall give the debt holder the opportunity to demand immediate payment of at least 15% of such financing and/or revenues received by the Company until Loans 5, 6, and 7 have been paid in full. · The parties agree that all repayments of loans by the Company to the debt holder shall first reduce the outstanding principal and OID of Loans 5, 6, and 7.

On December 30, 2024, Loans 3 and 4 were converted into shares of the Company’s common stock at a rate of $0.50 per share. A total of $57,000 in debt principal and $20,000 in Original Issue Discount was converted into a total of 154,000 shares of common stock. In addition, the Company’s counsel converted $69,000 of the remaining outstanding debt principal and $3,000 in OID on Loans 5, 6, and 7 into a total of 72,000 shares of common stock. There were no loans remaining outstanding from the Company’s counsel at December 31, 2024. The Company recognized $33,000 in interest expense under the loans related to amortization of OID for the year ended December 31, 2024.

During the quarter ended March 31, 2025, the Company entered into a Loan Agreement with its corporate attorney (the lender) effectively agreeing to replace $24,000 in trade payables into a demand promissory note, which included $6,000 in original issue discount. The Loan Agreement included a conversion feature, at the sole option of the lender, to convert the outstanding obligations into shares of the Company’s restricted common stock at a conversion price of $1.75. In February, 2025, the lender agreed to convert the loan principal and original issue discount into 17,143 shares of common stock in full settlement of the Loan Agreement.

Merchant Agreements

In ~~November~~September ~~2023~~2024, the Company entered into an agreement for the purchase and sale of future receivables (~~2023~~September 2024 Merchant Agreement) with a financial institution in exchange for $~~200~~250,000 in funding (the ~~2023~~September 2024 Purchase Price)., ~~The~~of ~~2023~~which ~~Purchase~~$98,699 ~~Price~~represented iscash toproceeds, beand ~~repaid~~the ~~through~~balance ~~daily~~applied ~~payments~~as ~~representing~~full settlement ~~10%~~ of ~~future~~the ~~customer payments~~outstanding onobligations ~~receivables~~under ~~until~~the aApril ~~total~~2024 ofMerchant ~~$272,000~~Agreement isfunding ~~paid~~discussed above. The ~~Company~~September ~~recorded~~2024 ~~a debt discount associated with the 2023 Merchant Agreement~~Purchase ~~totaling~~Price ~~$72,000 which~~ is ~~being~~to ~~amortized~~be repaid through ~~interest~~daily ~~expense~~payments ~~over~~representing ~~the~~12% ~~expected~~of ~~term~~future ofcustomer ~~the~~payments ~~agreement~~on ofreceivables ~~170~~until ~~days.~~a ~~The~~total ~~Company~~of ~~recognized~~approximately $33342,~~578~~250 inis ~~interest expense associated with the amortization of the debt discount for the six months ended June 30, 2024~~paid. In connection with the ~~2023~~September 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue ~~a total of 16~~1,~~765~~993 shares of its ~~Common Stock~~common stock to the financial institution, ~~of which 6,765 were issued~~ in ~~2024, in~~ an amount equal to 5% of the ~~Purchase~~new ~~Price~~principal Advance Amount, or $105,~~500~~560, ~~which~~ which was recorded as ~~additional~~ debt discount. The number of shares issued is equal to 5% of the ~~2023~~Advance ~~Purchase~~Amount ~~Price~~ divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the ~~signed~~ date ofsigned by the ~~2023~~ Merchant Agreement. ~~During~~The ~~April~~principal ~~2024,~~remaining outstanding on the ~~total~~September ~~balance~~2024 ofMerchant ~~principal~~Agreement ~~and~~at ~~interest~~December ~~payable~~31, on2024, ~~the~~was ~~2023~~approximately ~~Merchant~~$172,000, ~~Agreement~~net ~~funding~~of unamortized debt discount of approximately $~~112~~52,000. ~~was~~The ~~rolled into~~balance of the ~~April 2024~~ Merchant Agreement ~~(discussed~~funding ~~below)~~was ~~and~~repaid ~~settled~~ in full in March 2025. The Company recognized approximately $4726,000 and $52,000 in interest expense associated with the amortization of the debt discount under this agreement for the three and six months ended June 30, 2025, respectively, and approximately $52,000 for the year ended December 31, 2024.

In ~~February~~December 2024, the Company entered into an agreement for the purchase and sale of future receivables (~~February~~December 2024 Merchant Agreement) with ~~the~~a ~~same~~ financial institution ~~associated with the 2023 Merchant Agreement for the sale of future receivables~~ in exchange for $~~150~~232,000 in funding (the December 2024 Purchase Price), ~~less a~~of which $795,~~500~~669 ~~origination~~represented ~~fee~~cash proceeds, and the balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The December 2024 Purchase Price is to be repaid through daily payments representing 1012% of future customer payments on receivables until a total of approximately $~~205~~317,~~350~~600 is paid. The Company recorded a debt discount associated with the February 2024 Merchant Agreement totaling $62,850 which is being amortized through interest expense over the expected term of the agreement of 170 days. In connection with the ~~February~~December 2024 Merchant Agreement, and as additional consideration, the Company ~~has~~ agreed to issue 20 1,~~135~~484 shares of its ~~Common Stock~~common stock to the financial institution in an amount equal to 5% of the ~~Purchase~~new ~~Price~~principal Advance Amount, or $75,~~500~~363, which was recorded as ~~additional~~ debt discount. ~~During~~ ~~August~~The ~~2024,~~number of shares issued is equal to 5% of the ~~total~~Advance ~~balance~~Amount divided by the average closing per share price of ~~principal~~the ~~and~~Company’s ~~interest~~common ~~payable~~stock onfor the ~~February~~previous ~~2024~~twenty ~~Merchant~~(20) ~~Agreement~~days ~~funding~~from ofthe ~~approximately~~date signed by the Merchant Agreement. The ~~$69,000~~principal ~~was~~remaining ~~rolled~~outstanding ~~into~~on the ~~August~~December 2024 Merchant Agreement ~~(discussed~~at ~~below)~~December ~~and~~31, ~~settled~~2024, inwas ~~full.~~approximately ~~The~~$220,000, ~~Company~~net ~~recognized~~of ~~approximately~~unamortized debt discount of approximately $6397,000, and was paid in ~~interest~~full ~~expense~~in ~~associated~~June ~~with~~2025. ~~the~~The amortization ofon the debt discount ~~under~~on this agreement was approximately $43,000 and $97,000 for the three and six months ended June 30, 2025, and de minimis for the year ended December 31, 2024.

InOn ~~April~~February ~~2024~~28, 2025, the Company entered into an agreement for the purchase and sale of future receivables (~~April~~February ~~2024~~2025 Merchant Agreement) with a financial institution ~~for the sale of future receivables~~ in exchange for $~~250~~260,000 in funding (the ~~April~~February ~~2024~~2025 Purchase Price), inof ~~exchange~~which ~~for~~approximately $~~127~~101,000 inrepresented cash proceeds, and the balance applied as full settlement of the ~~November 2023~~outstanding obligations under the September 2024 Merchant Agreement funding discussed above. The February 2025 Purchase Price is to be repaid through daily payments representing 1012% of future customer payments on receivables until a total of approximately $~~342~~354,~~250~~000 is paid. In connection with the ~~April~~February ~~2024~~2025 Merchant Agreement, and as additional consideration, the Company issued ~~agreed to issue 12~~1,~~854~~498 shares of its common stock to the financial institution in an amount equal to 5% of the ~~Purchase~~new ~~Price~~principal Advance Amount, or approximately $125,~~500~~000, which was recorded as ~~additional~~ debt discount. The number of shares issued is equal to 5% of the ~~Purchase~~Advance ~~Price~~Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the ~~signed~~ date ofsigned ~~the~~by the Merchant Agreement. ~~This~~The ~~agreement~~balance ~~superseded~~of ~~the~~February 2025 Merchant Agreement ~~executed~~funding inis ~~November~~expected ~~2023.~~to ~~During~~be ~~September 2024,~~repaid ~~the~~in ~~total~~full ~~balance~~by the end of ~~principal~~2025. ~~and~~The ~~interest~~principal remaining ~~payable~~outstanding on the ~~April~~February ~~2024~~2025 Merchant Agreement ~~funding~~was of approximately $~~139~~203,000, ~~was~~and ~~rolled into~~ the ~~September~~unamortized ~~2024~~debt ~~Merchant~~discount ~~Agreement~~was ~~(discussed~~approximately $43,000, ~~below)~~at ~~and~~June ~~settled~~30, ~~in full~~2025. The Company recognized approximately $~~103~~18,000 and $64,000 in interest expense associated with the amortization of the debt discount ~~under~~for ~~this~~the ~~agreement~~three ~~for~~and ~~the~~six ~~year~~months ended ~~December~~June 3130, ~~2024~~2025, respectively.

InOn ~~August~~May ~~2024~~30, 2025, the Company entered into an agreement for the purchase and sale of future receivables (~~August~~May ~~2024~~2025 Merchant Agreement) with a financial institution ~~for the sale of future receivables~~ in exchange for $~~200~~268,~~000~~500 in funding (the ~~August~~May ~~2024~~2025 Purchase Price), of which approximately $~~121~~100,~~147~~000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the ~~February~~December 2024 Merchant Agreement funding discussed above. The May 2025 Purchase Price is to be repaid through daily payments representing 1612% of future customer payments ~~received~~on receivables until a total of approximately $~~273~~365,~~800~~000 is paid. In connection with the ~~August~~May ~~2024~~2025 Merchant Agreement, and as additional consideration, the Company ~~has~~issued ~~agreed to issue 2~~3,~~779~~465 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or approximately $6,~~057~~000, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date ~~signed~~of by the Merchant Agreement. ~~During~~The ~~December~~balance ~~2024,~~of the May 2025 Merchant ~~total~~Agreement ~~balance~~funding is expected to be repaid in full within twelve months of ~~principal~~the ~~and~~funding ~~interest~~date. ~~payable~~The principal remaining outstanding on the May ~~August~~2025 ~~2024~~ Merchant Agreement ~~funding~~was of approximately $~~125~~331,000, ~~was~~and ~~rolled into~~ the ~~December~~unamortized ~~2024~~debt ~~Merchant~~discount ~~Agreement~~was ~~(discussed~~approximately ~~below)~~$94,000, ~~and~~at ~~settled~~June in30, ~~full~~2025. The Company recognized approximately $8418,000 in interest expense associated with the amortization of the debt discount ~~under this agreement~~ for the ~~year~~three and six months ended ~~December~~June 3130, ~~2024~~2025.

InFor ~~September 2024,~~ the ~~Company~~three ~~entered into an agreement for the purchase~~ and ~~sale~~six ofmonths ~~future~~ended ~~receivables~~June ~~(September 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $250~~30,~~000~~ ~~funding (the September 2024 Purchase Price)~~2025, ~~of which $98,699 represented cash proceeds,~~ and ~~the~~2024, ~~balance applied as full settlement of~~ the ~~outstanding~~Company ~~obligations~~recognized ~~under the April 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until~~ a total of approximately $~~342~~118,~~250~~000 ~~is paid. In connection with the September 2024 Merchant Agreement,~~ and ~~as additional consideration, the Company has agreed to issue 1,993 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or~~ $5231,~~560~~307, ~~which~~ ~~was~~and recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the Merchant Agreement funding is expected to be repaid in full within the next year. The principal remaining outstanding on the September 2024 Merchant Agreement at December 31, 2024, is approximately $~~172~~21,000, ~~net~~and ~~of unamortized debt discount of approximately~~ $5273,000., ~~The Company recognized approximately $52~~respectively,~~000~~ in interest expense associated with the amortization of the debt ~~discount~~discounts ~~under this~~on ~~agreement~~the ~~for~~2025 ~~the~~and ~~year~~2024 ~~ended~~Merchant ~~December~~Agreements ~~31,~~discussed ~~2024~~above.

In December 2024, the Company entered into an agreement for the purchase and sale of future receivables (December 2024 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $232,000 funding (the December 2024 Purchase Price), of which $95,669 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until a total of approximately $317,600 is paid. In connection with the December 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,484 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $5,363, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the December 2024 Merchant Agreement funding is expected to be repaid in full within the next year. The principal remaining outstanding on the December 2024 Merchant Agreement at December 31, 2024, is approximately $220,000, net of unamortized debt discount of approximately $97,000. The amortization on the debt discount on this agreement was de minimis for the year ended December 31, 2024.

On February 28, 2025, the Company entered into an agreement for the purchase and sale of future receivables (February 2025 Merchant Agreement) with a financial institution for the sale of future receivables in exchange for $260,000 funding (the February 2025 Purchase Price), of which approximately $101,000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the September 2024 Merchant Agreement funding discussed above. The Purchase Price is to be repaid through daily payments representing 12% of future customer payments received until a total of approximately $354,000 is paid. In connection with the February 2025 Merchant Agreement, and as additional consideration, the Company issued 1,498 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or approximately $5,000, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of the February 2025 Merchant Agreement funding is expected to be repaid in full within the next year.

For the quarters ended March 31, 2025 and 2024, the Company recognized a total of approximately $113,000 and $52,000 in interest expense associated with the amortization of the debt discounts on the 2025 and 2024 Merchant Agreements discussed above.

Other Promissory Notes

In March 2024, the Company issued a promissory note in the principal amount of $126,500 with an Original Issue Discount (OID) of $16,500 (March 2024 Promissory Note). Interest is charged on the principal at 14% upon issuance of the promissory note, totaling $17,710, and is payable, along with principal, in five individual payments commencing September 15, 2024, through the maturity date of January 15, 2025. In addition to the OID, the Company paid $8,150 in issuance costs associated with the 2024 March Promissory Note and recorded a debt discount totaling $24,650 which is being amortized over the repayment period of the principal through interest expense. The Company recognized approximately $231,000 in interest expense for the three and six months ended June 30, 2025, and approximately $1,000 and $8,000 in interest expense for the ~~year~~three ~~ended~~and ~~December~~six 31months ended June 30, 2024, respectively, associated with amortization of the debt discount on the March 2024 Promissory Note. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the March 2024 Promissory Note are convertible into ~~shares~~ shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common ~~stock~~ stock during the ten trading days prior to the conversion date. In the event of default, all outstanding obligations under the March 2024 ~~Promissory~~ Promissory Note shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other ~~amounts~~ amounts owed under the March 2024 Promissory Note. ~~Approximately~~All $0outstanding inobligations ~~principal~~under ~~and~~the ~~OID~~March ~~remain~~2024 ~~outstanding~~Promissory atNote were settled in full during the quarter ended March 31, 2025.

In April 2024, the Company issued a promissory note in the principal amount of $96,000 with an Original Issue Discount of $16,000 (April 2024 Promissory Note). Interest is charged on the principal at 15% upon issuance of the April 2024 Promissory Note, totaling $14,400, and is payable, along with principal, in ten individual payments of $11,040 commencing May 30, 2024, through the maturity date of June 30, 2025. The Company recognized approximately $6,000 in interest expense for the three and six months ended June 30, 2025, and $18,000 in interest expense for the three and six months ended June 30, 2024, associated with amortization of the debt discount on the April 2024 Promissory Note. Solely upon an event of default, and at the option of the holder of the April 2024 Promissory Note, all amounts outstanding under the April 2024 Promissory Note become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, the April 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount of the April 2024 Promissory Note plus accrued and unpaid interest, plus any other amounts owed under the promissory note. All remaining outstanding obligations under the April 2024 Promissory Note were settled in full during the quarter ended March 31, 2025.

In September 2024, the Company issued a promissory note in the principal amount of $98,900 with an Original Issue Discount of $20,300 (September 2024 Promissory Note). Interest is charged on the principal at 14% upon issuance of the September 2024 Promissory Note, totaling $15,406, and is payable, along with principal as follows: $56,373 due March 15, 2025, $14,093 due on each of April 15, 2025, and August 15, 2025, and $14,874 due on June 15, 2025, and on the maturity date of July 15, 2025. The Company recognized approximately $14,000 and $16,000 in interest expense for the three and six months ended June 30, 2025, respectively, associated with amortization of the debt discount. Solely upon an event of default, and at the option of the holder of the September 2024 Promissory Note, all amounts outstanding under the September 2024 Promissory Note become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, the September 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount of the September 2024 Promissory Note plus accrued and unpaid interest, plus any other amounts owed under the promissory note. Approximately $14,000 of principal and unamortized OID of approximately $4,000 remain outstanding at June 30, 2025.

In December 2024, the Company issued a promissory note in the principal amount of $132,250 with an Original Issue Discount of $24,450 (December 2024 Promissory Note). Interest is charged on the principal at 14% upon issuance of the December 2024 Promissory Note, totaling $18,515, and is payable, along with principal as follows: $75,383 due June 15, 2025, $18,846 due on each of July 15, 2025, August 15, 2025, September 15, 2025, and October 15, 2025 (the Maturity Date). The Company recognized approximately $7,000 and $15,000 in interest expense for the three and six months ended June 30, 2025, respectively, associated with amortization of the debt discount. Solely upon an event of default, and at the option of the holder of the December 2024 Promissory Note, all amounts outstanding under the December 2024 Promissory Note become convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, the December 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount of the December 2024 Promissory Note plus accrued and unpaid interest, plus any other amounts owed under the promissory note. Approximately $65,000 of principal and $9,000 of unamortized OID remain outstanding at June 30, 2025.

In ~~April~~March ~~2024~~2025, the Company issued a promissory note in the principal amount of $9662,~~000~~060 with an Original Issue Discount (OID) of $168,~~000~~560 (~~April~~March ~~2024~~2025 Promissory Note One). Interest is charged on the principal at 1510% upon issuance of the ~~April~~promissory ~~2024 Promissory Note~~note, totaling $146,~~400~~206, and is payable, along with principal, in ten individual payments ~~of $11,040~~ commencing ~~May~~April 3015, ~~2024~~2025, through the maturity date of ~~March~~January 3115, ~~2025~~2026, of $6,827 each. ~~The~~In ~~Company~~addition ~~recognized~~to ~~approximately~~the ~~$18~~OID,~~000~~ the Company paid $4,303 in ~~interest~~issuance ~~expense~~costs ~~for~~associated with the ~~nine~~March ~~months~~2025 ~~ended~~Promissory ~~June~~Note ~~30,~~One. ~~2024,~~The ~~associated~~Company ~~with~~recognized ~~amortization~~approximately of$3,000 in interest expense for the ~~debt~~three ~~discount~~and onsix ~~the~~months ~~April~~ended ~~2024~~June ~~Promissory Note~~30, 2025. Solely upon an event of default, and at the option of the holder ~~of the April 2024 Promissory Note~~, all amounts outstanding under the ~~April~~March ~~2024~~2025 Promissory Note ~~become~~One are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, all outstanding obligations under the ~~April~~March ~~2024~~2025 Promissory Note One shall become due and payable at 150% of the outstanding principal amount ~~of the April 2024 Promissory Note~~ plus accrued and unpaid interest, plus any other amounts owed under the ~~promissory~~March ~~note.~~2025 ~~All~~Promissory ~~remaining outstanding obligations~~Note ~~under~~One. ~~the~~Approximately ~~April~~$43,000 ~~2024~~of ~~Promissory~~principal ~~Note~~and ~~were~~$10,000 ~~settled~~of inunamortized ~~full~~OID ~~during~~remain ~~the~~outstanding ~~quarter~~at ~~ended~~June ~~March 31~~30, 2025.

InAlso ~~September~~in ~~2024~~March 2025, the Company issued a ~~promissory~~convertible promissory note in the principal amount of $98103,~~900~~750 ~~with an Original Issue Discount of $20,300~~ (~~September~~March ~~2024~~2025 Promissory Note Two). Interest is charged on the principal at 1410% ~~upon issuance of the September 2024 Promissory Note~~per annum, ~~totaling $15,406,~~ and is payable, along with principal ~~as follows: $56~~,~~373~~ ~~due~~in ~~March~~full ~~15,~~at ~~2025,~~the ~~$14,093~~Maturity ~~due~~Date ~~on each~~ of ~~April~~March 15, ~~2025~~2026. ~~and~~The ~~May~~Company ~~15,~~paid ~~2025, and~~ $147,~~874~~900 ~~due~~in onissuance ~~June~~costs associated ~~15,~~with ~~2025, and on~~ the ~~maturity~~March ~~date~~2025 ofPromissory ~~July~~Note ~~15, 2025~~Two. The Company recognized aapproximately de$2,000 ~~minimis~~in ~~amount of~~ interest expense for the ~~year~~three and six months ended ~~December~~June 3130, ~~2024, associated~~2025. ~~with~~Solely ~~amortization~~at the option of the ~~debt~~holder, ~~discount.~~and ~~Solely~~from ~~upon~~the anperiod ~~event~~180 ofdays ~~default,~~from ~~and~~the atdate of the ~~option~~Note through the later of the ~~holder~~Maturity Date or day of ~~the~~payment ~~September~~of ~~2024 Promissory~~the ~~Note~~Default Amount, all amounts outstanding under the ~~September 2024 Promissory~~ Note ~~become~~are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, ~~the~~all ~~September~~outstanding ~~2024~~obligations under the March 2025 Promissory Note Two shall become due and payable at 150% of the outstanding principal amount ~~of the September 2024 Promissory Note~~ plus accrued and unpaid interest, plus any other amounts owed under the ~~promissory~~March 2025 Promissory Note Two. During the 180-day period commencing on the effective date of the promissory note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. ~~Approximately~~A fee of $501,500 will be charged a maximum of six times upon each conversion of at least $15,000 of combined principal and ~~unamortized~~interest. ~~OID~~All principal ofand approximately $185,000 of unamortized OID remain outstanding at ~~March~~June 3130, 2025.

InOn ~~December~~March ~~2024~~31, 2025, the Company ~~issued~~entered ainto ~~promissory~~a ~~note in the principal amount of~~ $~~132~~150,~~250~~000 ~~with~~Loan anAgreement ~~Original~~and ~~Issue~~Convertible ~~Discount of $24~~Note,~~450~~ ~~(December~~which ~~2024~~was ~~Promissory~~funded ~~Note).~~and ~~Interest~~recorded isin ~~charged on~~April ~~the~~2025. ~~principal~~The atloan ~~14%~~matures ~~upon~~on ~~issuance~~September ~~of the December 2024 Promissory Note~~30, ~~totaling~~2025 ~~$18~~(Maturity Date),~~515,~~ and iswas ~~payable,~~issued ~~along~~ with ~~principal~~an ~~as follows:~~Original ~~$75,383~~Issue ~~due~~Discount ~~June~~consisting ~~15,~~of ~~2025~~34,286 ~~$18,846~~shares ~~due on each~~ of ~~July~~the ~~15,~~Company’s ~~2025,~~common ~~August 15~~stock, ~~2025,~~valued ~~September~~at 15$82, ~~2025, and October 15, 2025 (the Maturity Date)~~286. The Company recognized aapproximately de$41,000 ~~minimis~~in ~~amount of~~ interest expense for the ~~year~~three and six months ended ~~December~~June 3130, ~~2024,~~2025 associated with ~~amortization~~the amortization of the ~~debt~~Original ~~discount~~Issue Discount. ~~Solely~~The ~~upon~~loan anis ~~event~~to ofbe ~~default,~~fully ~~and~~settled atwith the ~~option~~issuance of ~~the~~restricted ~~holder of the December 2024 Promissory Note, all amounts outstanding under the December 2024 Promissory Note become convertible into~~ shares of the Company’s ~~common stock, at a conversion~~ ~~price equal to 65% of the lowest trading price of the Company’s~~ common stock ~~during~~through ~~the~~an ~~ten~~automatic ~~trading days prior to the~~ conversion ~~date.~~ Inon the ~~event~~Maturity ~~of default~~Date, ~~the~~if ~~December~~not ~~2024~~converted ~~Promissory~~sooner ~~Note shall become due and payable~~ at ~~150% of~~ the ~~outstanding~~option ~~principal amount~~ of the ~~December 2024 Promissory Note plus accrued and unpaid interest~~lender, ~~plus~~at ~~any~~a ~~other amounts owed under the promissory note. All principal~~conversion ~~and~~price ~~approximately~~of $~~16,000~~1.75 ofper ~~unamortized OID remain outstanding at March 31, 2025~~share.

In ~~March~~August ~~2025~~2024, the Company ~~issued~~entered into a ~~promissory~~financing ~~note~~arrangement ~~in the principal amount of $62,060~~ with antheir ~~Original~~Directors ~~Issue~~and ~~Discount~~Officers (~~OID~~D&O) ofinsurance ~~$8,560~~provider ~~(March~~to ~~2025~~fund ~~Promissory Note One). Interest is charged on~~ the ~~principal~~annual atpremium ~~10%~~related ~~upon~~to ~~issuance of~~ the ~~promissory~~D&O ~~note, totaling $6,206, and is payable, along with principal, in ten individual~~insurance ~~payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each~~policy. InThe ~~addition~~total toamount ~~the~~financed ~~OID,~~was ~~the Company paid~~ $4112,~~303~~500 ~~in issuance costs associated with the March 2025 Promissory Note One. Solely upon an event of default,~~ and atincurs ~~the~~interest ~~option of the holder, all amounts outstanding under the March 2025 Promissory Note One are convertible into shares of the Company’s common stock,~~ at a ~~conversion~~rate ~~price equal to 65%~~ of ~~the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date~~8.14% Inper ~~the event of default~~annum, ~~all~~with ~~outstanding~~nine ~~obligations~~monthly ~~under~~payments ~~the~~of ~~March 2025 Promissory Note One shall become~~principal ~~due~~ and ~~payable~~interest ~~at 150%~~ of ~~the outstanding principal amount plus accrued and unpaid interest~~$12,928 ~~plus~~through ~~any~~May ~~other amounts owed under the March~~ 2025 ~~Promissory Note One~~. ~~All~~There ~~principal~~are ~~and~~no ~~approximately~~remaining ~~$10,000~~premium ofpayments ~~unamortized~~due ~~OID~~under ~~remain~~this ~~outstanding~~financing arrangement at ~~March~~June 3130, 2025.

The following is a summary of debt outstanding at June 30, 2025, and December 31, 2024:

Schedule of debt outstanding
	June 30, 2025			December 31, 2024
Merchant Agreements	$	534,076		$	541,972
Other Promissory Notes		376,607			332,796
Total debt		910,683			874,768
Less: Unamortized debt discounts		(206,868	)		(200,853	)
Current portion of debt	$	703,815		$	673,915

The weighted average interest rate on short term borrowings outstanding at June 30, 2025, and December 31, 2024, was 82% and 46%, respectively.

Also in March 2025, the Company issued a convertible promissory note in the principal amount of $103,750 (March 2025 Promissory Note Two). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid $7,900 in issuance costs associated with the March 2025 Promissory Note Two. Solely at the option of the holder, and from the period 180 days from the date of the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, all outstanding obligations under the March 2025 Promissory Note Two shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Promissory Note Two. During the 180-day period commencing on the effective date of the promissory note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. A fee of $1,500 will be charged upon each conversion of at least $15,000 of combined principal and interest. All principal and approximately $7,000 of unamortized OID remain outstanding at March 31, 2025.

Effective March 31, 2025, the Company issued a $150,000 convertible promissory note with a maturity date of September 30, 2025. On that date, or sooner at the election of the holder, the note will automatically convert into common stock at a conversion price of $1.75 per share. In conjunction with the convertible promissory note, the Company issued 34,286 shares of restricted common stock as original issue discount. The Company has not recorded the debt or equity associated with this transaction as of March 31, 2025 due to the promissory note not being funded until April 2025.

In August 2024, the Company entered into a financing arrangement with their Directors and Officers (D&O) insurance provider to fund the annual premium related to the D&O insurance policy. The total amount financed was $112,500 and incurs interest at a rate of 8.14% per annum, with nine monthly payments of principal and interest of $12,928 through May 2025. The remaining unpaid principal under this financing arrangement was $37,500 at March 31, 2025.

The following is a summary of debt outstanding at March 31, 2025, and December 31, 2024:

Schedule of debt outstanding
	March 31, 2025			December 31, 2024
Merchant Agreements	$	540,433		$	541,972
Other Promissory Notes		385,577			332,796
Total debt		926,011			874,768
Less: Unamortized debt discounts		(193,935	)		(200,853	)
Current portion of debt	$	732,076		$	673,915

The weighted average interest rate on short term borrowings outstanding at March 31, 2025 and December 31, 2024, was 52% and 46%, respectively.

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, per share par value $0.0001, and 5,000,000 shares of preferred stock, per share par value $0.0001.

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
	·	1,250 shares as Series AAAA Preferred Stock, none outstanding
	·	1,500 shares as Series C Preferred Stock, none outstanding
	·	2 shares as Series B Preferred Stock: none outstanding
	·	70,000 shares as Series E Preferred Stock, 61,688 shares outstanding
	·	One share of Series F Preferred Stock, none outstanding
	·	300,789 shares of Series G Preferred Stock, none outstanding
	·	770,000 shares of Series H Preferred Stock, none outstanding

Series G Preferred Stock Issuance

During 2023, Dr. Gene Salkind, the Company’s Board Chair, and parties associated with him (the Series G Preferred Shareholders), invested $1,503,495 into the Company’s newly created Series G Preferred Stock, formalized through three Subscription Agreements for the sale of a combined 300,789 shares of Series G Preferred Stock for total cash proceeds of $1,200,000, plus the conversion of $300,000 in principal and $3,495 in accrued interest from a loan to Dr. Salkind in October 2023. Each share of the Series G Preferred Stock is convertible by the Series G Preferred Shareholders at any time after issuance into ten (10) shares of the Company’s Common Stock, or $0.50 per Common Share (Series G Conversion Ratio). The Series G Preferred Stock will automatically convert at the same Series G Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $5.00 per share for ten (10) consecutive trading days. The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported herein. Exemption from registration is claimed under section 4(2) of the Securities Act of 1933, as amended.

Series H Preferred Stock Issuances

During 2023, the Series G Preferred Shareholders agreed to exchange all 300,789 of the Series G Preferred Stock into 751,730 shares of the Company’s newly created Series H Preferred Stock. Also, our legal counsel agreed to exchange $33,000 of monies owed to the law firm for 16,500 shares of Series H Preferred Stock. Each share of the Series H Preferred Stock is convertible at any time after issuance into ten (10) shares of the Company’s Common Stock, or $0.20 per Common Share (Series H Conversion Ratio). The Series H Preferred Stock will automatically convert at the same Series H Conversion Ratio upon the Company’s Common Stock reporting of a closing sales price over $2.00 per share for ten (10) consecutive trading days or on December 31, 2026, whichever is earlier. The Company did not pay any commissions or other compensation to any third party in connection with the transactions reported herein. Exemption from registration is claimed under section 3(a)(9) of the Securities Act of 1933, as amended. During the quarter ended September 30, 2024, all outstanding shares of Series H Preferred Stock were converted into shares of the Company’s common stock, as discussed above.

2524

Rights Under Preferred Stock

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

Optional Conversion Rights of Preferred Stock

	·	Series AA – one share convertible into 3.33 shares of common stock
	·	Series AAA – one share convertible into 0.0167 shares of common stock
	·	Series C – one share convertible into 6,667 shares of common stock
	·	Series E – one share convertible into 0.0167 shares of common stock (calculated by taking one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020, and further adjusted by dividing the result by 6,000 representing the aggregate amount of two reverse stock splits)
	·	Series G – one share convertible into shares of common stock at a rate of its Stated Value divided by $0.50 (Series G Conversion Ratio)
	·	Series H – one share was convertible into shares of common stock at a rate of its Stated Value ($2.00 at August 7, 2024, date of mandatory conversion discussed below) divided by $0.20 (Series H Conversion Ratio)

Redemption Rights

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

Mandatory Conversion Right

Any outstanding shares of Series G Preferred Stock shall automatically convert into common stock based on the Series G Conversion Ratio if the closing sales price of the Company’s common stock for ten (10) consecutive trading days closes over $5.00 per share.

Any outstanding shares of Series H Preferred Stock shall automatically convert into common stock based on the Series H Conversion Ratio at the earlier of (i) December 31, 2026, or (ii) at such a time as the closing sale price of the Company’s common stock exceeds $2.00 per share for ten (10) consecutive trading days. In August 2024, the Series H Preferred Stock satisfied the mandatory conversion right, resulting in the conversion of all 768,473 shares outstanding into 7,684,730 shares of common stock, exclusive of accrued dividend liabilities totaling $122,954 also being converted into 158,840 shares of common stock.

Mandatory Dividend

Commencing after the later of (i) the first day of the calendar month after the month in which the Series G shares are issued or (ii) January 2, 2024, the holders of outstanding shares of Series G Preferred Stock shall receive a monthly dividend of 20% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series G Preferred Stock in cash or in common stock.

Commencing January 2, 2024, the holders of outstanding shares of Series H Preferred Stock shall receive a monthly dividend of 1% of the Stated Value per share. The dividend shall be paid at the election of the majority holder of the Series H Preferred Stock in cash or in common stock. If the election is for cash payment, the Company has the right to deliver a one-year secured note bearing interest at the rate of 15% per annum in lieu of paying cash. As discussed above, for the period January 1 through August 6, 2024, the mandatory conversion date, the Company accrued and paid stock dividends of 158,840 common shares totaling $122,954, to the Series H Preferred Stock shareholders.

2625

Liquidation Preference

The Series G and Series H Preferred Stock have a liquidation preference of the Stated Value per share plus accrued and unpaid dividends.

Issuance of Common Stock for Services

In December 2023, the Company entered a one-year consulting contract with an unrelated party. In accordance with the contract, the consultant received a signing bonus of $25,000 in cash, 100,000 shares of restricted common stock valued at $14,000, and warrants to purchase 200,000 shares of common stock, exercisable over a three-year period at $0.20 per share, valued at $25,000. In addition, the consultant is to receive monthly cash payments of $12,500 over the term of the agreement. The value of the signing bonus, shares of restricted common stock, and warrants, totaling $64,000, was recorded as a prepaid asset on the accompanying consolidated balance sheet and is being amortized through general and administrative expenses over the one-year term of the agreement. For the quarter ended March 31, 2024, the Company recognized $16,000 of expense associated with amortization of the prepaid asset. The remaining balance of the prepaid asset was fully amortized through December 31, 2024. During the quarter ended March 31, 2025, the 200,000 warrant shares were exercised on cashless basis resulting in the issuance of 189,664 common shares.

OnDuring ~~August~~the 15year ended December 31, 2024, the Company issued ~~entered~~a ~~into~~total ~~a Business~~of ~~Development~~154,000 ~~Agreement~~shares ~~with~~of acommon ~~non-affiliated~~stock ~~entity.~~in ~~The~~full ~~term~~settlement of ~~the~~vendor ~~agreement~~payables ispreviously ~~three months~~outstanding, ~~and~~totaling ~~the~~$83,000. ~~consultant~~The ~~has~~Company also issued a ~~choice~~ total of ~~$12~~46,~~500~~010 inand ~~cash or 25~~4,~~000~~963 shares of common stock for the ~~Company’s~~year ~~restricted~~ended ~~common~~December ~~stock~~31, as2024, ~~compensation.~~and ~~The~~period ~~consultant~~ended ~~elected~~June to30, ~~receive 25~~2025,~~000~~ ~~shares~~respectively, as ofservice ~~restricted~~fees ~~common~~in ~~stock.~~conjunction ~~The~~with ~~$12,500~~the ~~fee~~Merchant ~~was~~Agreements ~~recorded~~described asin aNote ~~prepaid~~4. ~~asset~~The ontotal value of the ~~consolidated~~shares ~~balance~~issued ~~sheet~~equaled $41,015 and ~~was~~$11,208 ~~amortized through~~for ~~general~~the year ended December 31, 2024 and ~~administrative~~period ~~expenses~~ended ~~over~~June ~~the~~30, ~~three-month~~2025, ~~term~~respectively.

~~During~~Effective January 15, 2025, the ~~year~~Company ~~ended~~entered into ~~December~~a ~~31,~~Consulting ~~2024~~Services Agreement with a third-party consultant, with a service term of one year. Compensation under the ~~Company~~agreement ~~issued~~includes a ~~total~~monthly cash fee of ~~154~~$12,500 and 400,000 shares of the Company’s restricted common stock, inissued ~~full~~upon ~~settlement~~signing of ~~vendor~~the ~~payables~~agreement. The ~~previously~~total ~~outstanding,~~value ~~totaling~~of ~~$83,000.~~the ~~The~~common ~~Company also~~stock issued awas ~~total~~equal ofto 46$1,~~010~~096,000 ~~and~~based ~~1,498~~on ~~shares~~the $2.74 per share market value of the common stock ~~for~~at the effective ~~year~~date ~~ended~~of ~~December~~the ~~31,~~agreement. ~~2024~~The ~~and~~value ~~quarter~~of ~~ended~~the ~~March~~common ~~31,~~stock ~~2025, respectively,~~is asbeing ~~service~~amortized ~~fees~~straight-line into ~~conjunction~~professional ~~with~~fees ~~the~~expense ~~Merchant~~over ~~Agreements~~the one-year ~~described~~term inof ~~Note~~the 4agreement. The ~~total~~Company ~~value~~recognized ofamortization ~~the~~expense ~~shares~~of ~~issued~~approximately ~~equaled~~ $41274,~~015~~000 and $5502,~~030~~000 for the ~~year~~three ~~ended December 31, 2024~~ and ~~quarter~~six months ended ~~March~~June 3130, 2025, respectively.

Effective January 15, 2025, the Company entered into a Consulting Services Agreement with a third-party consultant, with a service term of one year. Compensation under the agreement includes a monthly cash fee of $12,500 and 400,000 shares of the Company’s restricted common stock, issued upon signing of the agreement. The total value of the common stock issued was equal to $1,096,000 based on the $2.74 per share market value of the common stock at the effective date of the agreement. The value of the common stock is being amortized straight-line to professional fees expense over the one-year term of the agreement. The Company recognized amortization expense of approximately $228,000 for the quarter ended March 31, 2025.

Issuance of Common Stock Warrants for Services

During June 2024, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for twelve months, commencing in June 2024. Compensation under the agreement included an upfront payment of $25,000 in cash, and the issuance of 100,000 common stock warrants, exercisable through June 2027, at an exercise price of $0.50 per share. The consultant also receives a monthly fee of $5,000. The fair value of the warrants at issuance was $171,800, which is being amortized, along with the upfront payment, through general and administrative expense, straight-line, over the twelve-month service period. In September 2024, the Company amended the consulting agreement to increase the monthly cash compensation to $10,000 and to issue additional warrants to purchase a total of 150,000 shares of common stock exercisable over a three-year period. The 150,000 warrant shares consist of 100,000 warrant shares exercisable at $0.50 per share and 50,000 warrant shares exercisable at $1.00 per share through September 10, 2027. The new warrants issued in September 2024 have a fair value of $446,200, which was recorded as a prepaid asset and is being amortized through general and administrative expense, straight-line, over the remaining 10 months of the agreement term. Pertinent inputs used in the fair value model for the above warrants included terms from 2.75 to 3.00 years, risk-free rates of 3.42% to 4.54%, and volatility of 216% to 220%. During the quarter ended March 31, 2025, 100,000 warrant shares were exercised on a cashless basis resulting in the issuance of 87,277 common shares.

2726

Issuance of Common Stock for Settlement of Liabilities

In January 2024, the Company issued 100,000 shares of its common stock at a per share price of $0.53 in full settlement of vendor liabilities outstanding at an amount equal to $53,000. In March 2024, the Company issued 18,000 shares of its common stock in settlement of outstanding vendor liabilities at an amount equal to $12,000 stock at per share prices ranging from $0.50 to $1.00. In the third quarter of 2024, corporate counsel converted $18,000 of accrued liabilities into common stock at a conversion price of $0.50 per share.

As discussed in Note 4, during the quarter ended March 31, 2025, a total of $30,000 of debt and original issue discount to the Company’s corporate attorney was converted into 17,143 shares of common stock in full settlement of the debt obligations.

Issuance of Common Stock for Cash

During the ~~year~~three months ended ~~December~~March 31, ~~2024~~2025, the Company raised a total of $4569,~~026,950~~500 in cash from various accredited investors in conjunction with common stock subscription and equity agreements, resulting in the issuance of a total of 5325,~~908,734~~428 shares of common stock at a cash per share ~~prices~~price ~~ranging~~of ~~from~~ $01.3075. One of the agreements included the issuance of 107,143 in shares issued to $1the investor as an incentive for the investor to provide potential future equity funding based on certain financial results of the Company acceptable to the investor.~~75.~~

During the ~~quarter~~three months ended ~~March~~June 3130, 2025, the ~~Company~~ Company raised acash ~~total~~proceeds oftotalling $~~569~~1,102,500 ~~in cash~~ from ~~various~~the ~~accredited~~sale ~~investors~~of inits ~~conjunction with~~ common stock ~~subscription~~at ~~and~~$1.00 ~~equity~~per ~~agreements~~share, resulting in the issuance of ~~a total of 325~~1,~~428~~ 102,500 shares of common stock, atand aexcluding the $250,000 cash ~~per~~investment ~~share~~commitment ~~price~~related ofto ~~$1.75.~~the ~~One~~Securities ofPurchase ~~the~~Agreement ~~agreements~~dated ~~included~~June ~~the~~30, ~~issuance~~2025, ofas ~~107,143~~referenced inbelow. ~~shares~~Exemption ~~issued~~from toregistration ~~the~~is ~~investor~~claimed asunder ~~incentive~~Rule ~~for~~506 ~~the~~and/or ~~investor~~section to4(2) ~~provide~~of ~~potential~~the ~~future~~Securities ~~equity~~Act ~~funding~~of ~~based~~1933, onas ~~certain~~amended. ~~financial~~No ~~results~~commissions ofwere ~~the~~paid ~~Company~~in ~~acceptable~~connection towith ~~the~~these ~~investor~~transactions.

On June 30, 2025, the Company entered into a Purchase Agreement (the “ELOC Purchase Agreement”) with ClearThink Capital Partners, LLC (“ClearThink”). Pursuant to the ELOC Purchase Agreement, ClearThink has agreed to purchase from the Company, from time to time upon delivery by the Company to ClearThink of request notices (each a “Request Notice”), and subject to the other terms and conditions set forth in the ELOC Purchase Agreement, up to an aggregate of $4,000,000 of the Company’s Common Stock. The purchase price of the shares of Common Stock to be purchased under the ELOC Purchase Agreement will be equal to 91% of the three lowest daily volume weighted average prices during a valuation period of eight trading days, beginning seven trading days preceding the draw down or put notice to one trading day commencing on the first trading day following delivery and clearing of the delivered shares. Each purchase under the ELOC Purchase Agreement will be in a minimum amount of $25,000 and a maximum amount equal to the lesser of (i) $1,000,000 and (ii) 400% of the average daily trading value of the Common Stock over the ten days preceding the Request Notice date. In addition, pursuant to the ELOC Purchase Agreement, the Company agreed to issue to ClearThink 100,000 restricted shares of the Company’s Common Stock as a “Commitment Fee” and shares of common stock to the Placement Agent, namely, Craft Capital Management, LLC. The total value fair of the 100,000 Commitment Fee shares of $155,000 was capitalized as a deferred offering cost asset and will be applied against equity upon future purchases of common shares pursuant to the ELOC Purchase Agreement. The ELOC Purchase Agreement has a maturity date of 24 months from Commencement Date as defined in the ELOC Purchase Agreement. The issuance of shares to ClearThink are subject to a beneficial ownership limitation so that in no event will shares be issued which would result in ClearThink beneficially owning, together with its affiliates, more than 9.99% of the Company’s outstanding shares of Common Stock.

It is possible that we may not have access to the full amount available to us under the ELOC Purchase Agreement. We have also indemnified ClearThink pursuant to the ELOC Purchase Agreement.

In connection with the ELOC Purchase Agreement, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the shares of Common Stock issuable under the ELOC Purchase Agreement.

On June 30, 2025, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance of 125,000 shares of common stock and net proceeds of $117,500, inclusive of a $7,500 broker fee. In conjunction with the SPA, and upon the second closing in July 2025, the Company also issued warrants for the issuance of a total of 13,638 shares of the Company’s common stock to the placement agent. The warrants have a 5-year term and are exercisable at $1.10 per share.

Issuance of Common Stock for Warrant Exercise

During the ~~quarter~~six ~~ended~~months ~~March~~ended 31June 30, 2025, the Company issued a total of 276,941 shares of its common stock upon the cashless exercise of 300,000 warrants, as discussed above.

Issuance of Common Stock in Exchange for Equity Investment

In February 2025, the Company completed a strategic expansion of its alliance with Context Networks, Inc. (Context), a private company offering a programmatic advertising platform that leverages private blockchain technology to deliver advertising solutions for the gaming industry, through the issuance of 127,230 shares of its restricted common stock in exchange for 274,725 shares of Context’s restricted common stock. The value of the shares issued was based on the Company’s market value of its common stock at the effective date of the exchange, $3.93 per share. This agreement establishes minority ownership stakes in each other, reinforcing their shared vision for innovation in casino advertising technology and the growing market for targeted, data-driven direct marketing and advertising solutions in gaming environments.

Exemption from registration is claimed under Section 4(2). Section 3(a)(9) and Rule 506 of the Securities Act of 1933, as amended. No commissions were paid with respect to the aforementioned securities transactions.

Treasury Stock

In the year ended December 31, 2024, the Company repurchased 17 shares of common stock for an insignificant amount, recorded as treasury stock.

NOTE 6 – STOCK OPTION PLANS AND WARRANTS

During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the “2005 Plan”) for the granting of up to 334 non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 667 shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 667 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 1,667 shares. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 1,667 shares (the “2016 Plan”) and approved moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019 the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 5,000 shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 10,000 shares. The 2019 Plan required stockholder approval by April 2, 2020, to be able to grant incentive stock options under the 2019 Plan. On October 13, 2021, the Board approved the “2021 Plan” identical to the 2018 Plan, except that the 2021 Plan covers 73,334 shares. The 2021 Plan required stockholder approval by October 13, 2022, to be able to grant incentive stock options under the 2021 Plan. On April 17, 2023, the Board approved a 2023 Equity Participation Plan similar to the Plans described herein, except that this Plan also provides for the grant of Restricted Unit Awards (the “2023 EP Plan”). Under the 2023 EP Plan, which was approved by stockholders on May 15, 2023, a maximum of 166,667 shares may be granted. On December 19, 2023, the Board approved the 2023 Employee Benefit and Consulting Compensation Plan (the “2023 Plan”) identical to the 2018 Plan, except that the 2023 Plan covers 4,000,000 shares (as amended in October 2024). The 2005 Plan, 2009 Plan, 2016 Plan, 2018 Plan, 2019 Plan, 2021 Plan, the 2023 EP Plan, and 2023 Plan are collectively referred to as the “Plans.”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 334 non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 667 shares. During Fiscal 2009, the Company established a plan of long-term stock-based compensation incentives for selected Eligible Participants of the Company covering 667 shares. This plan was adopted by the Board of Directors and approved by stockholders in October 2009 (the “2009 Plan”). In September 2013, the Company’s stockholders approved an increase in the number of shares covered by the 2009 Plan to 1,667 shares. In the first quarter of 2016, the Board approved, and stockholders ratified a 2016 Employee Benefit and Consulting Services Compensation Plan covering 1,667 shares (the “2016 Plan”) and approved moving all options which exceeded the 2009 Plan limits to the 2016 Plan. In December 2018, the Board of Directors adopted and in February 2019 the stockholders ratified the 2018 Employee Benefit and Consulting Services Compensation Plan covering 5,000 shares (the “2018 Plan”). On April 2, 2019, the Board approved the “2019 Plan” identical to the 2018 Plan, except that the 2019 Plan covers 10,000 shares. The 2019 Plan required stockholder approval by April 2, 2020, to be able to grant incentive stock options under the 2019 Plan. On October 13, 2021, the Board approved the “2021 Plan” identical to the 2018 Plan, except that the 2021 Plan covers 73,334 shares. The 2021 Plan required stockholder approval by October 13, 2022, to be able to grant incentive stock options under the 2021 Plan. On April 17, 2023, the Board approved a 2023 Equity Participation Plan similar to the Plans described herein, except that this Plan also provides for the grant of Restricted Unit Awards (the “2023 EP Plan”). Under the 2023 EP Plan, which was approved by stockholders on August 15, 2023, a maximum of 166,667 shares may be granted. On December 19, 2023, the Board approved the 2023 Employee Benefit and Consulting Compensation Plan (the “2023 Plan”) identical to the 2018 Plan, except that the 2023 Plan covers 4,000,000 shares (as amended in October 2024). The 2005 Plan, 2009 Plan, 2016 Plan, 2018 Plan, 2019 Plan, 2021 Plan, the 2023 EP Plan, and 2023 Plan are collectively referred to as the “Plans.”

On December 19, 2023, the board approved, under the 2023 Plan, granting five-year Non-Statutory Stock Options to purchase 1,800,000 shares of common stock, immediately exercisable at $0.20 per share to various officers, directors, employees and consultants. Exemption from registration is claimed under section 4(2) of the Securities Act of 1933, as amended.

On October 8, 2024, the Board of Directors of the Company approved the increase in the number of shares available under the 2023 Employee Benefit and Consulting Services Compensation Plan from 2,000,000 shares to 4,000,000 shares and granted a total of 1,725,000 non-statutory stock options with a 5-year term, immediately exercisable to several officers, directors, employees and consultants at an exercise price of $2.45 per share.

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. No stock options were granted during the quarters ended ~~March~~June 3130, 2025, and 2024.

Schedule of options outstanding
	Share			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2025		3,545,765		$	4.97		4.41	$	7,171,982
Granted		–		$	–		–	$	–
Cancelled & expired		(8399	)	$	–		–	$	–
Outstanding, March 31, 2025		3,545,682		$	4.93		4.16	$	3,851,583
Outstanding, June 30, 2025		3,545,666		$	4.92		3.91	$	2,363,375
Options exercisable, March 31, 2025		3,545,682		$	4.93		4.16	$	3,851,583
Options exercisable, June 30, 2025		3,545,666		$	4.92		3.91	$	2,363,375

29The aggregate intrinsic value of options outstanding and options exercisable on June 30, 2025, 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 $1.55 and $3.38 closing price of the Company’s common stock on June 30, 2025 and December 31, 2024, respectively. Stock-based compensation expense related to stock options was $230 and $460 for the three and six months ended June 30, 2025, respectively, and $234 and $1,175 for the three and six months ended June 30, 2024, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations.

~~The~~As ~~aggregate intrinsic value~~ of ~~options~~June ~~outstanding and options exercisable on March 31~~30, 2025, there is ~~calculated~~no asunamortized ~~the difference between the exercise price of the underlying options and the~~compensation ~~market~~cost ~~price~~outstanding ~~of the Company’s common stock for the shares that had exercise prices lower than the $2.40 closing price of the Company’s common stock on March 31, 2025. Stock-based compensation expense~~ related to unvested stock ~~options~~option ~~was $230 and $234 for the quarters ended March 31, 2025 and 2024, respectively, and is included in general and administrative expenses on the accompanying consolidated statements of operations~~awards.

As of March 31, 2025, there is no unamortized compensation cost outstanding related to unvested stock option awards.

Warrants

On June 3, 2024, the Company entered into a one-year consulting agreement with a non-affiliated entity. The agreement provides for cash compensation of $85,000 (inclusive of a $25,000 signing bonus) to the consultant plus warrants to purchase 100,000 common shares at an exercise price of $0.50 per share through June 30, 2027. In September of 2024 the consultant received an additional 100,000 warrants exercisable at $0.50 and 50,000 warrants exercisable at $1.00 per share. Warrants contain the same terms as exist in the warrants issued in June of 2024. See Note 6 for further discussion. In the quarter ended March 31, 2025, the 100,000 warrants were exercised on cashless basis resulting in the issuance of 87,277 shares.

On December 5, 2024, the Company issued 100,000 common stock warrants as compensation under a consulting services agreement. The warrants are exercisable at an exercise price of $4.00 per share through December 5, 2027. The per share fair value of the warrants at grant date was $3.84.

~~No common stock warrants were issued for the quarters ended March 31, 2025 and 2024.~~29

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2025		1,003,358		$	38.67		2.90	$	930,500
Granted		–		$	–		–	$	–
Exercised		(300,000	)	$	3.36		–	$	–
Cancelled & expired		(328	)	$	–		–	$	–
Outstanding, March 31, 2025		703,030		$	54.72		2.96	$	260,000

No common stock warrants were issued for the six months ended June 30, 2025.

Schedule of warrants outstanding
	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding, January 1, 2025		1,003,358		$	38.67		2.90	$	930,500
Granted		–		$	–		–	$	–
Exercised		(300,000	)	$	3.36		–	$	–
Cancelled & expired		(328	)	$	–		–	$	–
Outstanding, June 30, 2025		703,030		$	54.72		2.71	$	132,500

The aggregate intrinsic value of warrants outstanding and exercisable on June 30, 2025, is calculated as the difference between the exercise price of the underlying warrant and the market price of the Company’s common stock for the shares that had exercise prices lower than the $1.55 and $3.38 closing price of the Company’s common stock on June 30, 2025 and December 31, 2024, respectively.

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, 2025, and December 31, 2024, are as follows:

The following potentially dilutive equity securities outstanding as of March 31, 2025, and December 31, 2024, are as follows:

Schedule of anti dilutive securities
	June 30, 2025		December 31, 2024
Stock options		3,545,666		3,545,764
Warrants		703,030		1,003,358
Series AAA preferred stock		314,124		314,124
Series E preferred stock		10,281		10,281
Total common stock equivalents		4,573,101		4,873,527

Schedule of anti dilutive securities
	March 31, 2025		December 31, 2024
Stock options		3,545,682		3,545,764
Warrants		703,030		1,003,358
Series AAA preferred stock		314,124		314,124
Series E preferred stock		10,281		10,281
Total common stock equivalents		4,573,117		4,873,527

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Litigation

Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into nine years ago in April 2017 which terminated Mr. Trepeta’s employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepeta’s employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 Million in damages. Based on the Company’s initial internal review of the situation, the Company believes the claims lack merit and it intends to vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. Due to uncertainties inherent in litigation, the Company cannot predict the outcome of this matter at this time.

NOTE 9 – SEGMENT REPORTING

The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Company’s technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Company’s CEO, Dean Julia, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in the customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner.

31The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the three and six months ended June 30, 2025, and 2024:

The following table presents information about the Company’s services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the quarters ended March 31, 2025 and 2024:


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenues	$	31,108		$	266,892		$	43,721		$	530,174

Less: cost of revenues		170			184,125			31,638			395,394

Gross profit (loss)		30,938			82,767			12,083			134,780

Less: other expenses
Professional fees		973,116			298,553			2,132,048			570,618
Salaries		482,100			308,506			949,245			603,089
Technology		189,851			284,898			375,301			524,844
Amortization		180,117			62,331			360,233			162,906
Interest expense		207,706			113,785			358,248			170,872
Other segment items		98,089			49,758			174,741			148,607
Insurance		62,236			47,851			117,297			87,434
Licenses and permits		6,579			24,236			9,592			48,098
Stock-based compensation		–			941			230			1,175
Commissions		–			27,236			–			59,116
Other income		(7	)		(390,647	)		(16	)		(395,248	)
Segment net loss and consolidated net loss before income taxes	$	(2,168,849	)	$	(745,147	)		(4,464,836	)	$	(1,846,731

Schedule of segment financial information
	2025			2024
Revenues	$	12,613		$	263,282
Less: cost of revenues		31,468			211,269
Gross profit (loss)		(18,855	)		52,013
Less: other expenses
Professional fees		1,158,932			272,065
Salaries		467,145			294,583
Technology		185,450			239,946
Amortization		180,116			100,575
Interest expense		150,542			57,087
Other segment items		76,643			94,248
Insurance		55,061			39,583
Licenses and permits		3,013			23,862
Stock-based compensation		230			234
Commissions		–			31,414
Segment net loss and consolidated net loss before income taxes	$	(2,295,987	)	$	(1,101,584	)

NOTE 10 – SUBSEQUENT EVENTS

~~Between~~In ~~April~~July 12025, the Company issued a convertible promissory note in the principal amount of $156,000 (July 2025 Promissory Note). Interest is charged on the principal at 10% per annum, and ~~May~~is 14payable, ~~2025~~along with principal, in full at the Maturity Date of April 30, 2026. The Company ~~raised~~ paid $~~912~~12,~~500~~000 in issuance costs associated with the July 2025 Promissory Note. Solely at the option of the holder, and from the ~~sale~~period 180 days from the date of ~~its~~the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the July 2025 Promissory Note are convertible into shares of the Company’s common stock, at ~~$1.00~~a ~~per~~conversion ~~share~~price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. ~~Exemption~~In ~~from~~the ~~registration~~event isof ~~claimed~~general default, all outstanding obligations under the ~~Rule~~July ~~506~~2025 Promissory Note shall become due and~~/or~~ ~~section 4(2)~~payable at 150% of the ~~Securities~~outstanding ~~Act~~principal amount plus accrued and unpaid interest, plus any other amounts owed under the July 2025 Promissory Note. During the 180-day period commencing on the effective date of ~~1933~~the July 2025 Promissory Note, asthe ~~amended~~Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. NoA ~~commissions~~fee ~~were~~of ~~paid~~$1,500 inwill ~~connection~~be ~~with~~charged ~~these~~a ~~transactions~~maximum of six times upon each conversion of at least $15,000 of combined principal and interest.

~~On March~~ 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025 and was issued with an Original Issue Discount consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share.

In July 2025, the Company issued a convertible promissory note in the principal amount of $258,750 (Second July 2025 Promissory Note), including Original Issue Discount (OID) of $33,750. The Second July 2025 Promissory Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the Closing Date. Principal and OID on the Second July 2025 Promissory Note is payable in cash as follows (i) $142,312 on January 16, 2026 and (ii) five monthly payments of $23,719 commencing on February 17, 2026 through June 17, 2026. The Company paid approximately $18,000 in issuance costs associated with the Second July 2025 Promissory Note. Solely at the option of the holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) the date the Company fails to pay amounts payable under the repayment terms of the Second July 2025 Promissory Note, all amounts outstanding under the Second July 2025 Promissory Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of nonpayment of amounts due and payable under the Second July 2025 Promissory Note, all outstanding obligations shall bear interest at the rate of the lessor of (i) 22% per annum and (ii) the maximum amount permitted by law, from the due date thereof until said amounts are paid. The Company may prepay the principal at any time without penalty. A fee of $1,750 will be charged on each conversion up to a maximum of $10,500.

During July 2025, the Company entered into a consulting agreement with an unrelated party for general business consulting services. The term of the agreement is for three months, commencing in July 2025 (extendable for an additional two quarters with the continuing payment of $10,000 per month). Compensation under the agreement included an upfront payment of $25,000 in cash, $10,000 per month and the issuance of 40,000 shares of restricted common stock and common stock warrants to purchase 50,000 shares, exercisable a $1.00 per share through July 2028. The fair value of the warrants at issuance was $71,450, which is being amortized, along with the upfront payment, through general and administrative expense, straight-line, over the three-month service period.

Between July 1, 2025, and August 7, 2025, the Company raised cash proceeds of $440,000 from the sale of its common stock at $1.00 per share, resulting in the issuance of 440,000 shares of common stock, not including the $250,000 cash investment commitment entered into through a Securities Purchase Agreement dated June 30, 2025 referenced above which funds were received in July 2025. Exemption from registration is claimed under Rule 506 and/or section 4(2) of the Securities Act of 1933, as amended. No commissions were paid in connection with the issuance of the aforesaid 440,000 common shares.

Enactment of Federal Tax Legislation

On July 2, 2025, subsequent to the end of the reporting period, the U.S. federal government enacted the Taxpayer Fairness and Growth Act of 2025, which includes significant amendments to the Internal Revenue Code. Key provisions include:

	·	A reduction in the federal corporate income tax rate from 21% to 19%, effective for tax years beginning after January 1, 2026;
	·	Limitations on the deductibility of certain interest and R&D expenses;
	·	Modifications to the the foreign-derived intangible income (“FDII”) and global intangible low-taxed income (“GILTI”) regimes.

The Company is currently evaluating the impact of the legislation on its consolidated financial statements, including deferred tax assets and liabilities. Because the enactment occurred after the end of the reporting period and before issuance of these financial statements, the effects have not been recognized in the accompanying consolidated financial statements as of and for the periods ended June 30, 2025, consistent with ASC 740 and ASC 855.

The Company expects the corporate rate reduction to have a limited impact on its effective tax rate beginning in fiscal 2026. However, remeasurement of deferred tax balances and the application of new limitations may result in non-cash tax charges in future periods. The Company will continue evaluating the impact and recognize any required adjustments in the period of enactment.

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, 2024 which includes our audited financial statements for the years ended December 31, 2024 and 2023 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 consolidated financial statements asinclude ~~of March 31, 2025, and 2024 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 April 7, 2025.

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. In 2024, global programmatic ad spend reached an estimated 595 billion U.S. dollars, with spending set to surpass $800 billion by 2028. 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

In February 2025, the Company completed a expansion of its strategic alliance with Context Networks, Inc. (Context), a private company offering a programmatic advertising platform that leverages private blockchain technology to deliver advertising solutions for the gaming industry. By combining Context’s innovation in gaming-specific advertising with Mobiquity’s expertise in geo-targeted advertising, we’re creating a first-of-its-kind platform delivering ads to slot machines in real-time Slot machine advertising technology now live with River City Amusements, beginning of a broader rollout, introducing an omni-channel ad ecosystem within casino environments (table games, card rooms, digital signage, hospitality, and the like).

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 scalable solutions 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. 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.

Our Strategic Alliance with Context Networks

On November 12, 2024, we announced the expansion of our strategic partnership with Context Networks and the rollout of their advanced ad tech solution for casinos, seamlessly integrating digital ads into slot machines to enhance player engagement. This innovative approach not only transforms the in-casino experience but also extends advertising across mobile and CTV platforms, reconnecting with players after they leave. With plans for a broader rollout, we believe this technology is poised to set a new standard in multi-platform advertising within the gaming industry. Furthermore, management believes that the aforementioned strategic partnership will have a significant favorable impact on our results of operations in fiscal 2025 and beyond.

We believe that by combining Context’s innovation in gaming-specific advertising with Mobiquity’s programmatic expertise, we are creating a first-of-its-kind platform that:

	·	Brings programmatic precision into the gaming industry with unmatched targeting and real-time delivery.
	·	Establishes a scalable marketplace that connects advertisers and publishers seamlessly across gaming and digital environments.
	·	Sets the stage for expansion beyond gaming into broader programmatic opportunities, positioning us as a future leader in the space.

This strategic alliance isn’t just about disrupting the gaming industry, it’s about building a tech-driven platform that could rival current industry leaders in its reach and impact. Context Networks’ addressable market includes approximately 4,700 global casinos and 2.9 million slot machines, with a potential audience exceeding 1.6 billion global gamblers, including an estimated 57 million in North America. Based on Context Networks’ internal estimates, the annual gross revenue potential from programmatic advertising across 1,000 slot machines could exceed $20 million for all participants, depending on factors such as play time rates and ad inventory pricing. No assurance can be given as to the amount of revenue that we will receive annually from this strategic alliance.

In February 2025, the Company ~~completed~~issued a expansion of its strategic alliance with Context Networks, Inc. (Context), a private company offering a programmatic advertising platform that leverages private blockchain technology to deliver advertising solutions for the gaming industry, through the issuance of 127,230 shares of its restricted common stock in exchange for 274,725 shares of Context’s restricted common stock. The value of the shares issued was based on the Company’s market value of its common stock at the effective date of the exchange, $3.93 per share. This agreement establishes minority ownership stakes in each other, reinforcing their shared vision for innovation in casino advertising technology and the growing market for targeted, data-driven direct marketing and advertising solutions in gaming environments.

As a result of our relationship with Context, we are now focused on developing a gateway into Casinos, Gaming, Big Data, AI and AdTech through our relationship with Context Networks and partnerships like River City Amusements. We are in the process of delivering next-generation advertising experiences inside real-world venues across the U.S.

In August 2025, the Company launched CMOne, an AI-powered marketing platform, used in conjunction with its current platform, providing small and medium-sized businesses with enterprise-grade marketing capabilities to compete more effectively in their respective markets.

1. Strong Footprint in Casinos and Gaming Venues

We are powering digital advertising directly on gaming machines and digital signage within casinos, taverns, and amusement venues.

	1.	In partnership with Context Networks and River City Amusements, we have helped to launch in-venue advertising across Wisconsin taverns and restaurants.
	2.	These ad units are integrated into slot machines and gaming displays, delivering dynamic and monetizable content while players are engaged. This direct access to in-venue screens gives us a unique channel for brand exposure in an industry with very little traditional advertising.

2. Big Data-Driven Targeting

Our platforms are built to gather, segment, and apply audience data to optimize campaign delivery. Whether it's geo-targeting customers by ZIP code or tracking user behavior across campaigns, we help advertisers fine-tune messages with measurable return on investment. This allows:

	1.	Local businesses to run highly relevant, localized promotions,
	2.	National brands to tap into high-traffic, high-engagement entertainment environments, and
	3.	Campaign performance tracking across venues

3. Expanding Retail Media Footprint

The initial Wisconsin deployment with River City Amusements spans 38 venues with over 150 digital screens. That number is expected to grow to over 70 venues with more than 340 screens—and counting. This expansion is expected to transform underutilized digital screens in restaurants, bars, and amusement centers into revenue-generating ad inventory, representing a new wave of retail media—offering programmatic-style efficiency in real-world environments.

4. AdTech Infrastructure for the Real World

We provide a full-stack advertising solution consisting of the following:

	1.	Dynamic creative delivery based on context (location, time of day, event triggers),
	2.	Cross-channel extensions including mobile and connected TV (CTV), and
	3.	Measurement and analytics to optimize campaign performance.

Unlike typical digital advertising, which depends solely online, we bring the power of digital targeting and measurement into physical spaces where consumers spend time and money.

5. A Convergence of High-Growth Sectors

We are at the intersection of four fast-moving industries:

Sector	Mobiquity's Strategic Role
Casino/Slots Gaming	First to deploy ad units directly on gaming machines
AI & Big Data	Uses consumer behavior insights to enhance targeting and delivery
AdTech	Provides a tech stack for campaign delivery, measurement, and scale
Retail Media	Converts real-world entertainment venues into monetized ad space

We are helping to transform how advertising reaches consumers in high-engagement environments like casinos, bars, and gaming venues. With a rapidly expanding footprint and a data-driven advertising model, we have access to multiple growth markets through a single public company.

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 (U.S. GAAP). 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 periods. 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

	·	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.

36The 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, 2025, 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 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 March 31, 2025, 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

Accounts receivable represents 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.

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

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:

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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.

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 ~~March~~June 3130, 2025, contained a significant financing component or variable consideration terms.

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 the 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.

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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

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 their consolidated financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective, that when adopted, will have a material impact on the consolidated financial statements of the Company.

Plan of Operation

Mobiquity intends to expand its sales and support team to drive revenue growth across multiple strategic initiatives, with a particular focus on capitalizing on its evolving relationship with Context Networks and the broader opportunity in the casino and gaming vertical. Through this strategic alliance, Mobiquity gains access to a highly specialized, under-monetized supply of digital real estate within casinos, which can now be activated via our advertising technology stack. This includes integration with supply-side platforms (SSPs) and Mobiquity’s new Publisher Platform, which is designed to onboard publishers across web, mobile, application, and Connected TV (CTV) environments.

The expanded sales team will target advertising agencies, brands, publishers, and SSP operators to grow both the demand and supply sides of Mobiquity’s ATOS platform, while also leveraging the Company’s proprietary data and artificial intelligence capabilities delivered through MobiExchange. MobiExchange enables audience targeting using custom data segments for omnichannel marketing programs, including programmatic display, CTV, email, and SMS. As a core AI-driven intelligence layer, it enhances both precision targeting and campaign optimization.

The Publisher Platform, newly introduced by Mobiquity, opens another growth vector. Sales efforts will focus on bringing on board digital content owners—such as unique and non-traditional website and app publishers, CTV providers, and SSP partners—who can monetize their inventory through seamless access to ATOS and MobiExchange. With the integration of Context Networks’ patented ad technology and Mobiquity’s advanced platform capabilities, the Company is positioned to capture growing demand for AI-enhanced, performance-driven advertising across both traditional and emerging digital channels.

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Results of Operations

Quarter Ended ~~March~~June 3130, 2025, Compared to Quarter Ended ~~March~~June 3130, 2024

The following table sets forth certain selected 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.

	Year Ended
	Quarter Ended
	March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024
Revenues	$	1231,~~613~~108		$	~~263~~266,~~282~~892
Cost of revenues		~~31,468~~170			~~211~~184,~~269~~125
Gross profit (loss)		(18,855	)		52,013
Gross profit		30,938			82,767
Total operating expenses		21,~~126~~990,~~599~~416			1,~~101~~104,~~111~~776
Loss from operations	$	(21,~~145~~959,~~454~~478	)	$	(1,~~049~~022,~~098~~009	)

We generated revenues of $1231,~~613~~108 for the three months ended ~~March~~June 3130, 2025, compared to $~~263~~266,~~282~~892 during the same period in 2024, representing a decrease of $~~250~~235,~~669~~784. The decrease is primarily attributable to the absence of political advertising revenue that was realized during the 2024 period, as well as a strategic shift in the Company’s focus toward initiatives expected to generate long-term growth. In particular, the Company has been preparing for the anticipated launch of its strategic alliance with Context Networks, which is expected to commence in the ~~second~~third quarter of 2025.

Context Networks operates a proprietary programmatic advertising platform designed for the gaming industry. Its patented technology utilizes artificial intelligence and private blockchain infrastructure to enable secure, data-driven advertising across a variety of digital surfaces within casinos and gaming environments.

We believe this strategic alliance with Context Networks places the Company in a favorable position within a growing vertical. As described above under Our Strategic Alliance with Context Networks, Context Networks’ addressable market includes approximately 4,700 global casinos and 2.9 million slot machines, with a potential audience exceeding 1.6 billion global gamblers, including an estimated 57 million in North America, and based on Context Networks’ internal estimates, the annual gross revenue potential from programmatic advertising across 1,000 slot machines could exceed $20 million, depending on factors such as play time rates and ad inventory pricing.

In ~~addition~~August to2025, the ~~Context~~Company ~~strategic~~launched ~~alliance~~CMOne, an ~~the~~AI-powered ~~Company~~marketing ~~has~~platform, ~~also~~used ~~developed~~in ~~several~~conjunction ~~new~~with ~~features and enhancements to~~ its ~~advertising~~current platform, ~~which~~providing wesmall ~~believe~~and ~~will~~medium-sized ~~contribute~~businesses towith enterprise-grade ~~increased~~marketing ~~revenue~~capabilities ~~opportunities~~to incompete ~~the~~more ~~second~~effectively ~~half~~in oftheir ~~2025~~respective ~~and beyond~~markets.

~~The~~In ~~cost~~addition ofto ~~revenues was~~the ~~$31,468~~Context orstrategic ~~249%~~alliance and launch of ~~revenues~~CMOne, in the ~~first~~Company ~~quarter~~has ofalso ~~2025~~developed asseveral ~~compared~~new features and enhancements to ~~$211~~its advertising platform,~~269~~ orwhich ~~80%~~we ofbelieve will ~~revenues~~contribute into ~~for~~increased ~~the~~revenue ~~same~~opportunities. During this transition period, ofwe ~~2024. Cost~~expect oflimited ~~revenues~~near-term ~~include~~revenue ~~audience~~as ~~building~~we invest in additional product deployment, ~~targeting~~market ~~features~~adoption, and ~~web~~strategic ~~services~~relationships. ~~for~~This ~~storage~~short-term ofrevenue ~~our~~gap ~~data~~reflects ~~and~~a ~~web~~deliberate ~~engineers~~focus ~~who~~on building ~~are~~scalable, ~~building~~ recurring and ~~maintaining~~sustainable ~~our~~revenue ~~platforms~~streams. ~~Our~~We ~~ability~~anticipate toinitial ~~capture~~monetization ~~and~~beginning ~~store~~in ~~data~~Q3 ~~for~~2025, ~~sales~~with ~~does~~growth ~~not~~expected to ~~translate~~accelerate toon ~~increased~~a ~~cost~~quarter-over-quarter ofbasis ~~revenues~~as these initiatives gain traction.

~~Gross~~The ~~profit~~cost ~~(loss)~~of revenues was $~~(18,855),~~170 or ~~(149)~~0.5% of revenues ~~for~~in the ~~first~~second quarter of 2025 as compared to $52184,~~013~~125 or 69% of revenues in for the same period of 2024. Cost orof ~~20%~~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 revenues.

Operating expenses were $2,126,599 for the first quarter of 2025 compared to $1,101,111 in the prior year, an increase of $1,025,488. The increase in operating costs was primarily related to a non-cash increase in professional fees of approximately $876,000, and salaries of $222,000 reductions in computer support of approximately $54,000 and license fees of $21,000.41

~~The~~Gross ~~loss~~profit ~~from operations for the first quarter of 2025~~ was $230,~~145~~938,~~454~~ asor ~~compared~~99% toof ~~$1,049,098~~revenues for the ~~prior~~second ~~year.~~quarter ~~Our~~of ~~loss~~2025 ~~from~~as ~~operations~~compared ~~increased~~to ~~by approximately~~ $182,~~096,356,000,~~767 ~~driven~~ in ~~part by~~ the ~~approximately~~same ~~$1,025,000~~period ~~increase~~of in2024 ~~operating~~or ~~expenses~~31% ~~discussed~~of ~~above~~revenues. ~~The continuing operating loss is attributable to the focused effort in creating the products and services required to move forward with our business.~~

40Operating expenses were $1,990,416 for the second quarter of 2025 compared to $1,104,776 in the prior year, an increase of $885,640. The increase in operating costs was primarily related to a non-cash increase in professional fees of approximately $675,000, amortization of $118,000 and salaries of $174,000, offset by reductions in computer support and technology of approximately $95,000 and license fees of $18,000.

The loss from operations for the second quarter of 2025 was $1,959,478 as compared to $1,022,009 for the prior year. Our loss from operations increased by approximately $937,469, driven primarily by the increase in operating expenses discussed above. 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, 2025, Compared to Six Months Ended June 30, 2024

	Six Months Ended
	June 30, 2025		June 30, 2024
Revenues	$	43,721	$	530,174
Cost of revenues		31,638		395,394
Gross profit		12,083		134,780
Total operating expenses		4,117,015		2,205,887
Loss from operations	$	(4,104,932)	$	(2,071,107	)

We generated revenues of $43,721 for the six months ended June 30, 2025, compared to $530,174 during the same period in 2024, representing a decrease of $486,453. The decrease is primarily attributable to the absence of political advertising revenue that was realized during the 2024 period, as well as a strategic shift in the Company’s focus toward initiatives expected to generate long-term growth. In particular, the Company has been preparing for the anticipated launch of its strategic alliance with Context Networks, which is expected to commence in the third quarter of 2025.

In addition to the Context strategic alliance and launch of CMOne, the Company has also developed several new features and enhancements to its advertising platform, which we believe will contribute to increased revenue opportunities. During this transition period, we expect limited near-term revenue as we invest in additional product deployment, market adoption, and strategic relationships. This short-term revenue gap reflects a deliberate focus on building scalable, recurring and sustainable revenue streams. We anticipate initial monetization beginning in Q3 2025, with growth expected to accelerate on a quarter-over-quarter basis as these initiatives gain traction.

The cost of revenues was $31,638 or 72% of revenues in the first six months of 2025 as compared to $395,394 or 75% of revenues in for the same period of 2024. Cost 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 revenues.

Gross profit was $12,083, or 28% of revenues for the first six months of 2025 as compared to $134,780 in the same period of 2024 or 25% of revenues.

Operating expenses were $4,117,015 for the first six months of 2025 compared to $2,205,887 in the prior year, an increase of $2,178,071. The increase in operating costs was primarily related to a non-cash increase in professional fees of approximately $1,828,000, amortization of $197,000, and salaries of $346,000 with reductions in computer support of approximately $149,000 and license fees of $38,000.

The loss from operations for the first six months of 2025 was $4,371,875 as compared to $1,911,128 for the prior year. Our loss from operations increased by approximately $2,034,000, driven primarily by the increase in operating expenses discussed above. 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, 2024.

The Company had cash of $~~331~~184,~~360~~081 onat ~~March~~June 3130, 2025. Cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2025, was $12,~~318~~573,~~996~~161. This resulted primarily from a net loss of $24,~~295~~464,~~987~~ 836 offset by amortization of intangibles of $~~180~~360,~~116~~232, ~~stock~~amortization ~~and~~of ~~warrants~~debt ~~issued~~discount ~~for services~~ of $~~641~~321,~~793~~271, ~~increase~~expense inrelated ~~gross~~common stock and warrants ~~accounts~~issued ~~receivable~~for services of $141,~~784~~114,633, and a decrease in prepaid expenses and other assets of $6287,501. ~~Net cash used in operating activities also increased due to a decrease in accounts payable and accrued expenses of $73,184 for the quarter.~~ Cash ~~flows~~flow ~~used in investing activities were minimal. Cash flows~~ provided by financing activities of $~~492~~1,~~409~~597,623 resulted primarily from net cash ~~paid~~received onfrom ~~debt~~common stock issuances of $~~322~~1,~~732~~790,000, ~~offset by~~ net proceeds ~~received~~ from the issuance of debt of $~~245~~267,~~641~~994, ~~and~~offset ~~net~~by ~~proceeds~~repayments ofon ~~$569,500~~notes ~~from~~payable ~~the issuance~~ of ~~common stock~~$459,871.

The Company had cash of $7323,~~068~~892 onat ~~March~~June 3130, 2024. Cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2024, was $~~601~~1,~~762~~336,280. This resulted primarily from a net loss of $1,~~042~~787,~~260~~407 offset by ~~amortization~~stock-based compensation of ~~intangibles~~ $~~100~~1,~~573~~175, ~~stock~~amortization ~~issued~~of ~~for~~intangibles ~~services~~ of $65162,~~000~~904, amortization ~~increase~~of indebt ~~accounts~~discount ~~receivable~~ of $52147,~~787~~294, increase in accounts ~~payable~~receivable ~~and accrued expenses~~ of $93186,~~707,~~482 ~~increase~~and ~~in contract liabilities of~~ $34222,~~314,~~524 increase in ~~provision~~accounts ~~for~~payable ~~credit~~and ~~losses~~accrued ~~of $43~~expenses,~~663,~~ and ~~decrease~~increase in prepaid expenses and other assets of $4196,~~874~~652. Cash ~~flows~~ used in investing activities ~~were~~results ~~primarily~~from ~~related~~an toincrease ~~increased~~in capitalized software development costs of $~~511~~974,~~819~~375. Cash ~~flows~~flow provided by financing activities of $~~658~~1,~~377~~806,275 resulted primarily from net cash ~~paid~~received from oncommon ~~debt~~stock issuances of $~~135~~1,~~967~~462,000, ~~offset by~~ net proceeds ~~received~~ from the issuance of debt of $~~394~~876,~~350 and~~923, ~~net~~offset ~~proceeds~~by ofrepayments ~~$400,000~~on ~~from~~notes ~~the~~payable ~~issuance~~ of ~~common stock~~$532,642.

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 2024 and beyond until cash flow from our proximity marketing operations becomes substantial.

Debt and Equity Transactions

For a description of debt and equity transactions for the fiscal year ended December 31, 2024, and the ~~quarter~~six months ended ~~March~~June 3130, 2025, reference is made to the Notes to the Consolidated Financial Statements described elsewhere herein.

Off-Balance Sheet Arrangements

As of ~~March~~June 3130, 2025, 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 each fiscal year and quarter. 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 ~~March~~June 3130, 2025, 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 continues to mitigate and 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. The Company had instituted independent monitoring and testing of these aforementioned controls. These procedures were applied during fiscal 2024 and will continue in fiscal 2025 as working capital permits, with mitigation and revision of controls continuing to be an ongoing process. The Company will continue to further implement detective controls as well as independent monitoring and testing of these aforementioned controls, which gives management comfort that reporting represents the financial results of the Company in all material respects.

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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 nine 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 the same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepeta’s action was granted but Mr. Trepeta has filed a notice of appeal. Due to uncertainties inherent in litigation, the Company cannot predict the outcome of this matter at this time.

ITEM 1A. RISK FACTORS

Incorporated by reference are the risk factors contained in our Form 10-K for the fiscal year ended December 31, 2024.

ITEM 2. CHANGES IN SECURITIES.

RECENT SALES OF UNREGISTERED SECURITIES

(a) For fiscal ~~2023 and~~ 2024 and ~~the quarter ended March 31,~~ 2025, we had no sales or issuances of unregistered capital stock, except as described below:

Fiscal ~~2023~~2024 and Fiscal ~~2024~~2025

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
2023	Common Stock	291,891 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2023	Common Stock	626,844 shares 2,448,427 warrants	Shares sold for cash	Rule 506, Section 4(2)	Warrant exercise price ranging from $1.50 to $6.975 per share
2023	Common Stock	34,849 shares	Original issue discount	Section 3 (a)(9)	Not applicable
2023	Common Stock	2,314,026 shares	Warrant conversion	Section 3 (a)(9)	Each warrant exercise price $6.975
2023	Common Stock	92,378 shares	Interest conversion	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	5,708,734 shares	Shares sold for cash of $4,026,950	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	200,000 shares	Common stock subscribed	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	225,010 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2024	Common Stock	7,684,730 shares	Conversion of Series H Preferred stock	Section 3 (a)(9)	Not applicable
2024	Common stock	749,000 shares	Note ~~conversionConversion~~conversion Conversion of Series H	Section 3 (a)(9)	Not applicable
2024	Common Stock	158,840 shares	Preferred dividends	Section 3 (a)(9)	Not applicable
2025	Common Stock	~~401~~599,~~498~~963 shares	Services rendered	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	~~432~~1,~~571~~660,071 shares	Shares sold for cash of $~~569~~1,~~500~~796,999	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	127,320 shares	Stock issued for Investment	Rule 506, Section 4(2)	Not applicable
2025	Common Stock	17,143 shares	Note conversion	Section 3 (a)(9)	Not applicable
2025	Common Stock	276,941 shares	Warrant conversion	Section 3 (a)(9)	Not applicable
2025	Common Stock	34,286 shares	Original issue discount	Section 3 (a)(9)	Not applicable

4445

Issuance of Common Stock for Services

On August 15, 2024, the Company entered into a Business Development Agreement with a non-affiliated entity. The term of the agreement is three months, and the consultant has a choice of $12,500 in cash or 25,000 shares of the Company’s restricted common stock as compensation. The consultant elected to receive 25,000 shares of restricted common stock. The $12,500 fee was recorded as a prepaid asset on the consolidated balance sheet and was amortized through general and administrative expenses over the three-month term ended November 15, 2024.

During the year ended December 31, 2024, the Company issued a total of 154,000 shares of common stock in full settlement of vendor payables previously outstanding, totaling $83,000. The Company also issued a total of 46,010 and 14,~~498~~963 shares of common stock for the year ended December 31, 2024, and ~~quarter~~period ended ~~March~~June 3130, 2025, respectively, as service fees in conjunction with the Merchant Agreements described in Note 4 ~~to the consolidated financial statements~~. The total value of the shares issued equaled $41,015 and $511,~~030~~208 for the year ended December 31, 2024 and ~~quarter~~period ended ~~March~~June 3130, 2025, respectively.

InEffective January 15, 2025, the Company entered into a Consulting Services Agreement with a third-party consultant, with a service term of one year. Compensation under the agreement includes a monthly cash fee of $12,500 and 400,000 shares of the Company’s restricted common stock, issued upon signing of the agreement. The total value of the common stock issued was equal to $1,096,000 based on the $2.74 per share market value of the common stock at the ~~effective~~ effective date of the agreement. The value of the common stock is being amortized straight-line to professional fees expense over the one-year term of the agreement. The Company recognized amortization expense of approximately $~~228~~274,000 and $502,000 for the ~~quarter~~three and six months ended ~~March~~June 3130, 2025, respectively.

Issuance of Common Stock Warrants for Services

4546

Issuance of Common Stock for Settlement of Liabilities

~~During~~As discussed in Note 4, during the quarter ended March 31, 2025, a total of $30,000 of debt and original issue discount to the Company’s corporate attorney was converted into 17,143 shares of common stock in full settlement of the debt obligations.

Issuance of Common Stock for Cash

During the year ended December 31, 2024, the Company raised a total of $4,026,950 in cash from various accredited investors in conjunction with common stock subscription agreements, resulting in the issuance of a total of 5,908,734 shares of common stock at per share prices ranging from $0.30 to $1.75.

During the quarter ended March 31, 2025, the Company raised a total of $569,500 in cash from various accredited investors in conjunction with common stock subscription and equity agreements, resulting in the issuance of a total of 325,428 shares of common stock at a cash per share price of $1.75. One of the agreements included the issuance of 107,143 in shares issued to the investor as an incentive for the investor to provide potential future equity funding based on certain financial results of the Company acceptable to the investor.

Between April 1, 2025, and June 30, 2025, the Company raised cash proceeds of $1,102,500 from the sale of its common stock at $1.00 per share, resulting in the issuance of 1,102,500 shares of common stock. Exemption from registration is claimed under Rule 506 and/or section 4(2) of the Securities Act of 1933, as amended. No commissions were paid in connection with these transactions.

It is possible that we may not have access to the full amount available to us under the ELOC Purchase Agreement. We have also indemnified ClearThink pursuant to the ELOC Purchase Agreement.

On June 30, 2025, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 250,000 shares of the Company’s restricted Common Stock for a total purchase price of $250,000 in two closings. The first closing occurred on the execution date of the SPA and the second closing occurring on July 30, 2025, with each closing resulting in the issuance of 125,000 shares of common stock and net proceeds of $117,500, inclusive of a $7,500 broker fee. In conjunction with the SPA, the Company also issued warrants for the issuance of a total of 13,638 shares of the Company’s common stock to the placement agent. The warrants have a 5-year term and are exercisable at $1.10 per share.

Issuance of Common Stock for Warrant Exercise

Issuance of Common Stock in Exchange for Equity Investment

~~Treasury Stock~~DEBT

InRelated ~~the~~Party ~~year~~- ~~ended~~Salkind ~~December 31, 2024, the Company repurchased 17 shares of common stock for an insignificant amount, recorded as treasury stock.~~Loans

46On February 2, 2024, Dr. Salkind, Board Chairman, loaned the Company $150,000 of short-term debt financing for working capital (Salkind February 2024 Loan). The unsecured loan was payable on demand and boar interest at 10% per annum, payable monthly.

On December 30, 2024, the Salkind June 2024 Loan and July 2024 Salkind loans were converted into shares of the Company’s common stock at a rate of $0.50 per share. A total of $250,000 in debt principal and $11,500 in Original Issue Discount was converted into a total of 523,000 shares of common stock, in full settlement of debt outstanding to Dr. Salkind and his son. The Company recognized $11,500 in interest expense under the loans related to amortization of the OID for the year ended December 31, 2024.

Related Party - Other Loans

During the quarter ended June 30, 2024, the Company entered into the following loan agreements with its corporate attorney in exchange for cash or the cancellation of invoices outstanding related to legal services performed by the attorney.

Loan 1, dated April 2024, was a non-interest-bearing demand loan issued in exchange for $70,000 cash, and included a $4,000 discount. The $74,000 in principal was paid in full during 2024, and the Company recognized $4,000 in interest expense associated with the debt discount during the year ended December 31, 2024.

Loan 2, dated April 2024, was a non-interest-bearing demand loan issued in exchange for $40,000 in cash. The principal was paid in full during 2024.

Loan 3, dated June 2024, is a non-interest-bearing demand loan issued in exchange for the cancellation of $20,000 in invoices outstanding related to legal services performed. Loan 3 included an Original Issue Discount (OID) of $5,000. The $25,000 in principal and OID is payable on demand on or after December 31, 2024, and is also convertible at the option of the lender into the Company’s restricted common stock at a conversion rate of $0.50 per share.

Loan 4, dated June 2024, is a non-interest-bearing demand loan issued in exchange for $37,000 in cash. Loan 4 included an OID of $15,000. The $52,000 in principal and OID is payable on demand at any time on or after December 31, 2024, and is also convertible at the option of the lender into the Company’s restricted common stock at a conversion rate of $0.50 per share.

Loans 5 and 6, dated July 2024, consists of two verbal, non-interest-bearing loans totaling $78,000 in cash to the Company on a short-term basis. Loan 7, dated September 2024, consists of a verbal, non-interest-bearing loan issued in exchange for $75,000 in cash on a short-term basis.

On October 8, 2024, the corporate attorney and the Company entered into a modification to Loans 3, 4, 5, 6, and 7 above which provides the following:

	·	Loans 3 and 4 were amended to include a provision that, if the Company elects to prepay the loans, the Company will provide at least five days’ written notice to the debt holder of such intent for prepayment allowing the debt holder the opportunity to convert the debt.
	·	Loans 5, 6, and 7, totaling $87,000 in outstanding principal were amended to add a $13,000 OID and a conversion option in which the debt and OID are convertible at any time at a rate of $1.00 per share at the option of the debt holder. In addition, in the event the Company receives additional financing or revenues, the Company shall, by Friday of each week in which such event occurs, notify the debt holder and shall give the debt holder the opportunity to demand immediate payment of at least 15% of such financing and/or revenues received by the Company until Loans 5, 6, and 7 have been paid in full.
	·	The parties agree that all repayments of loans by the Company to the debt holder shall first reduce the outstanding principal and OID of Loans 5, 6, and 7.

During the quarter ended March 31, 2025, the Company entered into a Loan Agreement with its corporate attorney (the lender) effectively agreeing to replace $24,000 in trade payables into a demand promissory note, which included $6,000 in OID. The Loan Agreement included a conversion feature, at the sole option of the lender, to convert the outstanding obligations into shares of the Company’s restricted common stock at a conversion price of $1.75. In February 2025, the lender agreed to convert the loan principal and original issue discount into 17,143 shares of common stock in full settlement of the Loan Agreement.

April 2025 Loan Agreement

On March 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025, and was issued with an OID consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The Company recognized approximately $41,000 in interest expense associated with the amortization of the OID for the quarter ended June 30, 2025. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the maturity date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share.

Merchant Agreements

In November 2023, the Company entered into an agreement for the purchase and sale of future receivables (2023 Merchant Agreement) with a financial institution in exchange for $200,000 in funding (the 2023 Purchase Price). The 2023 Purchase Price is to be repaid through daily payments representing 10% of future customer payments on receivables until a total of $272,000 is paid. The Company recorded a debt discount associated with the 2023 Merchant Agreement totaling $72,000 which is being amortized through interest expense over the expected term of the agreement of 170 days. The Company recognized $33,578 in interest expense associated with the amortization of the debt discount for the six months ended June 30, 2024. In connection with the 2023 Merchant Agreement, and as additional consideration, the Company has agreed to issue a total of 16,765 shares of its Common Stock to the financial institution, of which 6,765 were issued in 2024, in an amount equal to 5% of the 2023 Purchase Price, or $10,500, which was recorded as additional debt discount. The number of shares issued is equal to 5% of the 2023 Purchase Price divided by the average closing per share price of the common stock for the previous twenty (20) days from the signed date of the 2023 Merchant Agreement. During April 2024, the total balance of principal and interest payable on the 2023 Merchant Agreement funding of approximately $112,000 was rolled into the April 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $47,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In February 2024, the Company entered into an agreement for the purchase and sale of future receivables (February 2024 Merchant Agreement) with the same financial institution associated with the 2023 Merchant Agreement for the sale of future receivables in exchange for $150,000 in funding (the 2024 Purchase Price), less a $7,500 origination fee. The 2024 Purchase Price is to be repaid through daily payments representing 10% of future customer payments on receivables until a total of approximately $205,350 is paid. The Company recorded a debt discount associated with the February 2024 Merchant Agreement totaling $62,850 which is being amortized through interest expense over the expected term of the agreement of 170 days. In connection with the February 2024 Merchant Agreement, and as additional consideration, the Company agreed to issue 20,135 shares of its Common Stock to the financial institution in an amount equal to 5% of the 2024 Purchase Price, or $7,500, which was recorded as additional debt discount. During August 2024, the total balance of principal and interest payable on the February 2024 Merchant Agreement funding of approximately $69,000 was rolled into the August 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $63,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In April 2024, the Company entered into an agreement for the purchase and sale of future receivables (April 2024 Merchant Agreement) with a financial institution in exchange for $250,000 in funding (the April 2024 Purchase Price) in exchange for $127,000 in cash and full settlement of the November 2023 Merchant Agreement funding discussed above. The April 2024 Purchase Price is to be repaid through daily payments representing 10% of future customer payments on receivables until a total of approximately $342,250 is paid. In connection with the April 2024 Merchant Agreement, and as additional consideration, the Company agreed to issue 12,854 shares of its common stock to the financial institution in an amount equal to 5% of the April 2024 Purchase Price, or $12,500, which was recorded as additional debt discount. The number of shares issued is equal to 5% of the April 2024 Purchase Price divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the signed date of the Merchant Agreement. This agreement superseded the Merchant Agreement executed in November 2023. During September 2024, the total balance of principal and interest payable on the April 2024 Merchant Agreement funding of approximately $139,000 was rolled into the September 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $103,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In August 2024, the Company entered into an agreement for the purchase and sale of future receivables (August 2024 Merchant Agreement) with a financial institution in exchange for $200,000 in funding (the August 2024 Purchase Price), of which $121,147 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the February 2024 Merchant Agreement funding discussed above. The August 2024 Purchase Price is to be repaid through daily payments representing 16% of future customer payments on receivables until a total of approximately $273,800 is paid. In connection with the August 2024 Merchant Agreement, and as additional consideration, the Company agreed to issue 2,779 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $6,057, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. During December 2024, the total balance of principal and interest payable on the August 2024 Merchant Agreement funding of approximately $125,000 was rolled into the December 2024 Merchant Agreement (discussed below) and settled in full. The Company recognized approximately $84,000 in interest expense associated with the amortization of the debt discount under this agreement for the year ended December 31, 2024.

In September 2024, the Company entered into an agreement for the purchase and sale of future receivables (September 2024 Merchant Agreement) with a financial institution in exchange for $250,000 in funding (the September 2024 Purchase Price), of which $98,699 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the April 2024 Merchant Agreement funding discussed above. The September 2024 Purchase Price is to be repaid through daily payments representing 12% of future customer payments on receivables until a total of approximately $342,250 is paid. In connection with the September 2024 Merchant Agreement, and as additional consideration, the Company has agreed to issue 1,993 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $5,560, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The principal remaining outstanding on the September 2024 Merchant Agreement at December 31, 2024, was approximately $172,000, net of unamortized debt discount of approximately $52,000. The balance of the Merchant Agreement funding was repaid in full in 2025. The Company recognized approximately $26,000 and $52,000 in interest expense associated with the amortization of the debt discount under this agreement for the three and six months ended June 30, 2025, respectively, and approximately $52,000 for the year ended December 31, 2024.

In December 2024, the Company entered into an agreement for the purchase and sale of future receivables (December 2024 Merchant Agreement) with a financial institution in exchange for $232,000 in funding (the December 2024 Purchase Price), of which $95,669 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the August 2024 Merchant Agreement funding discussed above. The December 2024 Purchase Price is to be repaid through daily payments representing 12% of future customer payments on receivables until a total of approximately $317,600 is paid. In connection with the December 2024 Merchant Agreement, and as additional consideration, the Company agreed to issue 1,484 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or $5,363, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The principal remaining outstanding on the December 2024 Merchant Agreement at December 31, 2024, was approximately $220,000, net of unamortized debt discount of approximately $97,000, and was paid in full in 2025. The amortization on the debt discount on this agreement was approximately $43,000 and $97,000 for the three and six months ended June 30, 2025, and de minimis for the year ended December 31, 2024.

On February 28, 2025, the Company entered into an agreement for the purchase and sale of future receivables (February 2025 Merchant Agreement) with a financial institution in exchange for $260,000 in funding (the February 2025 Purchase Price), of which approximately $101,000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the September 2024 Merchant Agreement funding discussed above. The February 2025 Purchase Price is to be repaid through daily payments representing 12% of future customer payments on receivables until a total of approximately $354,000 is paid. In connection with the February 2025 Merchant Agreement, and as additional consideration, the Company issued 1,498 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or approximately $5,000, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date signed by the Merchant Agreement. The balance of February 2025 Merchant Agreement funding is expected to be repaid in full by the end of 2025. The principal remaining outstanding on the February 2025 Merchant Agreement was approximately $203,000, and the unamortized debt discount was approximately $43,000, at June 30, 2025. The Company recognized approximately $18,000 and $64,000 in interest expense associated with the amortization of the debt discount for the three and six months ended June 30, 2025, respectively.

On May 30, 2025, the Company entered into an agreement for the purchase and sale of future receivables (May 2025 Merchant Agreement) with a financial institution in exchange for $268,500 in funding (the May 2025 Purchase Price), of which approximately $100,000 represented cash proceeds, and the balance applied as full settlement of the outstanding obligations under the December 2024 Merchant Agreement funding discussed above. The May 2025 Purchase Price is to be repaid through daily payments representing 12% of future customer payments on receivables until a total of approximately $365,000 is paid. In connection with the May 2025 Merchant Agreement, and as additional consideration, the Company issued 3,465 shares of its common stock to the financial institution in an amount equal to 5% of the new principal Advance Amount, or approximately $6,000, which was recorded as debt discount. The number of shares issued is equal to 5% of the Advance Amount divided by the average closing per share price of the Company’s common stock for the previous twenty (20) days from the date of the Merchant Agreement. The balance of the May 2025 Merchant Agreement funding is expected to be repaid in full within twelve months of the funding date. The principal remaining outstanding on the May 2025 Merchant Agreement was approximately $331,000, and the unamortized debt discount was approximately $94,000, at June 30, 2025. The Company recognized approximately $18,000 in interest expense associated with the amortization of the debt discount for the quarter ended June 30, 2025.

For the three ended June 30, 2025, and 2024, the Company recognized a total of approximately $118,000 and $21,000, respectively, in interest expense associated with the amortization of the debt discounts on the 2025 and 2024 Merchant Agreements discussed above, and $231,307 and $73,000, respectively, for the six months ended June 30, 2025 and 2024.

Other Promissory Notes

In March 2024, the Company issued a promissory note in the principal amount of $126,500 with an Original Issue Discount (OID) of $16,500 (March 2024 Promissory Note). Interest is charged on the principal at 14% upon issuance of the promissory note, totaling $17,710, and is payable, along with principal, in five individual payments commencing September 15, 2024, through the maturity date of January 15, 2025. In addition to the OID, the Company paid $8,150 in issuance costs associated with the 2024 March Promissory Note and recorded a debt discount totaling $24,650 which is being amortized over the repayment period of the principal through interest expense. The Company recognized approximately $1,000 in interest expense for the three and six month periods ended June 30, 2025, and approximately $1,000 and $8,000 in interest expense for the three and six month periods ended June 30, 2024, respectively, associated with amortization of the debt discount on the March 2024 Promissory Note. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the March 2024 Promissory Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, all outstanding obligations under the March 2024 Promissory Note shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2024 Promissory Note. All outstanding obligations under the March 2024 Promissory Note were settled in full during the quarter ended March 31, 2025.

In March 2025, the Company issued a promissory note in the principal amount of $62,060 with an Original Issue Discount (OID) of $8,560 (March 2025 Promissory Note One). Interest is charged on the principal at 10% upon issuance of the promissory note, totaling $6,206, and is payable, along with principal, in ten individual payments commencing April 15, 2025, through the maturity date of January 15, 2026, of $6,827 each. In addition to the OID, the Company paid $4,303 in issuance costs associated with the March 2025 Promissory Note One. The Company recognized approximately $3,000 in interest expense for the three and six months ended June 30, 2025. Solely upon an event of default, and at the option of the holder, all amounts outstanding under the March 2025 Promissory Note One are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of default, all outstanding obligations under the March 2025 Promissory Note One shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Promissory Note One. Approximately $43,000 of principal and $10,000 of unamortized OID remain outstanding at June 30, 2025.

Also in March 2025, the Company issued a convertible promissory note in the principal amount of $103,750 (March 2025 Promissory Note Two). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of March 15, 2026. The Company paid $7,900 in issuance costs associated with the March 2025 Promissory Note Two. The Company recognized approximately $2,000 in interest expense for the three and six months ended June 30, 2025. Solely at the option of the holder, and from the period 180 days from the date of the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, all outstanding obligations under the March 2025 Promissory Note Two shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the March 2025 Promissory Note Two. During the 180-day period commencing on the effective date of the promissory note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. A fee of $1,500 will be charged a maximum of six times upon each conversion of at least $15,000 of combined principal and interest. All principal and approximately $5,000 of unamortized OID remain outstanding at June 30, 2025.

On March 31, 2025, the Company entered into a $150,000 Loan Agreement and Convertible Note, which was funded and recorded in April 2025. The loan matures on September 30, 2025 (Maturity Date), and was issued with an Original Issue Discount consisting of 34,286 shares of the Company’s common stock, valued at $82,286. The Company recognized approximately $41,000 in interest expense for the three and six months ended June 30, 2025 associated with the amortization of the Original Issue Discount. The loan is to be fully settled with the issuance of restricted shares of the Company’s common stock through an automatic conversion on the Maturity Date, if not converted sooner at the option of the lender, at a conversion price of $1.75 per share.

In July 2025, the Company issued a convertible promissory note in the principal amount of $156,000 (July 2025 Promissory Note). Interest is charged on the principal at 10% per annum, and is payable, along with principal, in full at the Maturity Date of April 30, 2026. The Company paid $12,000 in issuance costs associated with the July 2025 Promissory Note. Solely at the option of the holder, and from the period 180 days from the date of the Note through the later of the Maturity Date or day of payment of the Default Amount, all amounts outstanding under the July 2025 Promissory Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of general default, all outstanding obligations under the July 2025 Promissory Note shall become due and payable at 150% of the outstanding principal amount plus accrued and unpaid interest, plus any other amounts owed under the July 2025 Promissory Note. During the 180-day period commencing on the effective date of the July 2025 Promissory Note, the Company may prepay the principal plus a pre-payment fee of up to 125% of the outstanding principal balance, plus interest. A fee of $1,500 will be charged a maximum of six times upon each conversion of at least $15,000 of combined principal and interest.

In July 2025, the Company issued a convertible promissory note in the principal amount of $258,750 (Second July 2025 Promissory Note), including Original Issue Discount (OID) of $33,750. The Second July 2025 Promissory Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the Closing Date. Principal and OID on the Second July 2025 Promissory Note is payable in cash as follows (i) $142,312 on January 16, 2026 and (ii) five monthly payments of $23,719 commencing on February 17, 2026 through June 17, 2026. The Company paid approximately $18,000 in issuance costs associated with the Second July 2025 Promissory Note. Solely at the option of the holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) the date the Company fails to pay amounts payable under the repayment terms of the Second July 2025 Promissory Note, all amounts outstanding under the Second July 2025 Promissory Note are convertible into shares of the Company’s common stock, at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days prior to the conversion date. In the event of nonpayment of amounts due and payable under the Second July 2025 Promissory Note, all outstanding obligations shall bear interest at the rate of the lessor of (i) 22% per annum and (ii) the maximum amount permitted by law, from the due date thereof until said amounts are paid. The Company may prepay the principal at anytime without penalty. A fee of $1,750 will be charged on each conversion up to a maximum of $10,500.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the quarter ended ~~March~~June 3130, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit
Number		Exhibit Title
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.)

4755

Exhibit
Number		Exhibit Title
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.)
3.23		Amendment to Certificate of Incorporation dated November 27, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.)
3.24		Amendment to Certificate of Incorporation dated December 28, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.)

4856

Exhibit
Number		Exhibit Title
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.)
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.)
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.)
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)
4.3		Form of Common Stock Purchase Warrant (Incorporated by reference to Form 8-K dated September 13, 2019.)
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)
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.)
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)
4.5		Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of December 31, 2019 ***
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)
4.6		Second Amended and Restated Convertible Promissory Note in favor of Dr. Gene Salkind, dated as of April 1, 2019 ***
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.)
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.)
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.)
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***
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.)
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***
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.)
4.10		Form of Lender Warrant (Incorporated by reference to Form 8-K/A dated September 13, 2019.)
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.)
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.)
3.9		Amendment to Certificate of Incorporation dated March 23, 2016 (Incorporated by reference to Form 8-K dated March 24, 2016.)
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.)
3.10		Amendment to Certificate of Incorporation dated February 28, 2017 (Incorporated by reference to Form 8-K dated March 1, 2017.)
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.)
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.)
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.)
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.)
4.15		Form of 2021 Representative’s warrant***
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.)
4.16		Form of 2021Warrant Agent Agreement by and between the Company and Continental Stock Transfer & Trust Company***
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.)
4.17		Form of 2021 Warrant (Annex C to the Form of Warrant Agent Agreement attached as Exhibit 4.16)***
3.15		Restated Certificate of Incorporation dated July 16, 2019 (Incorporated by reference to Form 8-K dated July 15, 2019.)
4.18		Form of Representative’s Warrant***
3.16		Amendment to Certificate of Incorporation-Series dated September 23, 2019 ***
4.19		Form of Series 2023 Warrant***
3.17		Amendment to Certificate of Incorporation dated August 24, 2020***
4.20		Form of Pre-funded Warrant(Form 2023)***
3.18		Amendment to Restated Certificate of Incorporation dated June 15, 2023*****
4.21		Form of Investor Convertible Debt Subscription Agreement (5% Original Issue Discount)***
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)
4.22		Form of Investor Convertible Debt Subscription Agreement (10% Original Issue Discount)***
3.20		2014 Amendment to By-Laws (Incorporated by reference to Form 8-K filed with the SEC on December 24, 2014.)
4.23		Form of Investor Convertible Debt Subscription Agreement (10% Annual Interest)***
3.21		November 2021 Amendment to By-Laws****
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)
3.22		Amendment No. 3 to Bylaws (Incorporated by reference to Form 8-K filed with the SEC on May 16, 2023.)
4.25		Amendment dated February 7, 2023 to Promissory Note dated December 30, 2022 issued to Walleye****
3.23		Amendment to Certificate of Incorporation dated November 27, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.)
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)
3.24		Amendment to Certificate of Incorporation dated December 28, 2023 (Incorporated by reference to Form 10-K filed with the SEC on April 8, 2024.)
4.27		Form of Pre-funded Warrant for the Offering*****
4.28		Amendment dated February 13, 2023 to Promissory Note dated December 30, 2022 issued to Walleye*****

4957

Exhibit
Number		Exhibit Title
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(Form 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		Amendment dated February 13, 2023 to Promissory Note dated December 30, 2022 issued to Walleye*****
4.29		Strata Purchase Agreement with ClearThink LLC(Incorporated by reference to S-1 registration statement filed with the SEC on July 23, 2025)
4.30		Registration Rights Agreement with ClearThink LLC(Incorporated by reference to S-1 registration statement filed with the SEC on July 23, 2025)

Exhibit
Number		Exhibit Title
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)
19.1		Insider Trading Policy(Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024)
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.)
99.7		2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2023.)
99.8		Amendment to 2023 Employee Benefit and Consulting Compensation Plan (Incorporated by reference to Form 10-K for the fiscal year ended December 31, 2024)
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

5059

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: May 15, 2025	By:	/s/ Dean L. Julia
Date: August 14, 2025	By:	/s/ Dean L. Julia
		Dean L. Julia,
		Principal Executive Officer
Date: May 15, 2025	By:	/s/ Sean McDonnell
Date: August 14, 2025	By:	/s/ Sean McDonnell
		Sean McDonnell,
		Principal Financial Officer

5160

Filing Compare · Mobiquity Technologies, Inc.