Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

MOBIQUITY TECHNOLOGIES, INC., formerly Ace Marketing & Promotions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

60743F102

(CUSIP Number)

Steven Morse, Esq., Morse & Morse, PLLC., 1400 Old Country Road,Westbury, NY 11590 (516-487-1446)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 7, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box x.

 

Check the following box if a fee is being paid with the statement 9. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

 

Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act ("ACT") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 60743F102		13D		Page 2 of 3 Pages

 

1.		NAMES OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION OF ABOVE PERSON Thomas Arnost
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) (b)
3.		SEC USE ONLY
4.		SOURCE OF FUNDS*   PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   12,860,001
		8.		SHARED VOTING POWER
		9.		SOLE DISPOSITIVE POWER   12,860,001
		10.		SHARED DISPOSITIVE POWER

 

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,860,001
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14.		TYPE OF REPORTING PERSON* IN

 

 

 

* Based upon 79,125,928 shares outstanding as of March 26, 2016, plus 3,000,001 warrants/options owned by Mr. Arnost, plus notes convertible into 1,610,000 shares and letter of credit convertible into 6,750,000 shares also owned by Mr. Arnost for a total of 90,485,929 shares.

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7

(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

 

 

CUSIP No. 60743F102

13D

Page 3 of 3 Pages

 

This Schedule 13D contains information on Thomas Arnost as of the filing date of this Schedule 13D/A, except as indicated otherwise.

 

Item 5 of Mr. Arnost’s Schedule 13-D/A is amended below.

 

 

Item 5. Interest in Securities of the Issuer

 

(a) - (b) As of March 31, 2016, the Issuer has outstanding 79,125,928 shares of Common Stock. Of the foregoing shares of Common Stock, the reporting person beneficially owns and has the right to vote and to dispose of 12,860,001 shares of Common Stock (inclusive of outstanding warrants/options to purchase 3,000,001 shares, plus notes convertible into 1,610,000 shares, letter of credit convertible into 6,750,000 shares) representing 14.2% of the outstanding Common Stock, which represents the only outstanding class of voting capital stock. The reporting person has the sole power to dispose and vote of all shares of Common Stock owned by him.

 

(c) On June 7 and April 7, 2016, Mr. Arnost was granted 125,000 options. On February 25, 2016, Mr. Arnost’s Convertible Letter of Credit in the amount of $1,350,000 had its conversion price lowered to $.20 per share.

 

(d) - (e) Not Applicable

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  June 15, 2016

 

 

Signature By: /s/Thomas Arnost               

          Thomas Arnost