	x☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2017~~2022

	o☐	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE TRANSITION PERIOD FROM __________ TO __________
		~~FOR THE TRANSITION PERIOD FROM __________ TO __________~~

~~NEVADA~~Nevada		20-5451302
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)	~~(I.R.S. Employer Identification No.)~~

~~3700~~1117 State Street, ~~Suite 350,~~ Santa Barbara, California ~~93105~~93101

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o☐ No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o☐ No x☒

Indicate by check mark whether the registrant (1) has filed all reports required 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 x ☒No o.☐.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such ~~files.~~files). Yes x ☒ No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x☐.

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

Large accelerated filer	o☐	Accelerated filer	o☐
Non-accelerated ~~filer~~Filer	o☐	Smaller reporting company	x☒
		Emerging growth company	o☐

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. o☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the price at which the Company’s common stock was sold as reported on the OTC Markets, LLC, as of the last business day of the registrant’s most recently completed second fiscal quarter on June 30, ~~2017~~2022 was ~~$1,022,478.~~$773,038.

The number of shares of registrant’s common stock outstanding, as of March ~~30, 2018~~20, 2023 was ~~38,776,436.~~665,688,783.

Unless otherwise stated or the context requires otherwise, references in this annual report on Form 10-K to “Digital Locations,” the “Company,” “we,” “us,” or “our” refer to Digital Locations, Inc.

We are an early-stage aggregator, developer and acquirer of small cell sites and cell towers for 5G services. We intend to develop a ~~provider~~portfolio of ~~proximity based~~sites to help meet the expected demand of rapidly growing 5G networks.

To rapidly enter the market, Digital Locations plans to acquire or partner with companies that have a portfolio of real estate that could be activated to meet the demands of 5G networks. Our goal is to become a “landlord” of tomorrow’s wireless communications assets. In furtherance of our objective, on or about January 7, 2021, we closed on the acquisition of substantially all of the assets of SmallCellSite.com, LLC, a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. See “BUSINESS-Asset Purchase Agreement.”

With our purchase of SmallCellSite.com, LLC’s assets, we acquired proprietary web-based software which allows wireless carriers to access www.smallcellsite.com and search regionally for available properties that can be activated with wireless technology, producing revenue for both the site owner and Digital Locations.This aggregation of available property data ~~solutions that help businesses better understand~~reduces site acquisition timeframes for the large wireless carriers and ~~interact with consumers in various physical locations. We enable solutions that serve as a “bridge” between the physical and digital worlds, connecting people~~makes it easier for them to ~~place. By helping businesses transform their locations into smart venues, they can drastically improve their in-venue mobile experience. In addition, we help our clients identify, segment~~source, validate, and activate their most socially influential customers at events, conferences or business locations, leading to increased brand loyalty, engagement, message amplification and revenue. Whether the locations are airports, sports venues, movie theaters, or political rallies, we enable smart interaction and data collection.properties.

~~Our solutions~~By actively driving current property owners to list their property on smallcellsite.com, Digital Locations or its subsidiaries will ~~be delivered as either~~receive a ~~Custom Integration, which is a non-recurring revenue model, or Enterprise Software as a Service or (SaaS), which is a monthly recurring revenue model.~~

Previously, our business was focused on developing a low-cost method to produce graphene. We have completed our development and research efforts around graphene through a sponsored research agreement with University of California at Santa Barbara, or UCSB, and do not see an opportunity to commercialize the findingsportion of the ~~research agreement. We have determined~~revenue if and when the property is activated by the carrier. Management believes that this business model greatly reduces the capital expenditure of traditional models of acquiring real estate and building wireless towers, and gives the Company a modern alternative to ~~refocus our efforts to becoming a proximity based data solutions provider to businesses.~~

~~Teaming Agreement with Nikaza~~the development of traditional wireless small cells and towers.

On ~~November 2, 2017, we entered into our first teaming agreement (the “Nikaza Agreement”) with Nikaza Inc. (“Nikaza”). Nikaza is an Internet of Things (IoT) platform that serves as~~July 20, 2021, the Company became a ~~bridge between the physical and digital worlds, which helps business of all types transform their locations into smart venues.~~

~~Pursuant to the terms~~member of the ~~Nikaza Agreement,~~Digital Place-based Advertising Association (DPAA), the ~~Company and Nikaza will seek~~leading global trade marketing association connecting out-of-home (OOH) media with the advertising community while moving OOH to ~~develop and secure contracts with potential customers~~digital. We expect our membership in ~~certain geographic markets for each other’s information technology services, solutions and products. If either party makes a bona fide referral of a present or potential customer to~~ the ~~other, the parties shall work together to develop an opportunity for one or both of the parties~~DPAA to provide ~~services and/or~~many business acceleration benefits, including a wide array of products toand an extensive database of research, best practices and case studies; tools for planning, training and forecasting; social media amplification of news; insights on software and hardware solutions; further integration into the customer. Once either party is selected as the prime contractor for an opportunity that the parties are jointly pursuing, the parties shall negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract to perform the services and/or to provide the products of the other partyadvertising ecosystem as part of the ~~opportunity. If~~video everywhere conversation and marketing campaign.

On June 29, 2021, the ~~parties are unable~~Company entered into an agreement with Smartify Media (“Smartify”) to agree on a subcontract within sixty (60) calendar days after award of a prime contract, or other period if mutually agreed in writing, either party shall have the right, upon ten (10) days’ prior noticeadd Smartify’s locations to the ~~other party,~~Company’s small cell database. Smartify turns any storefront or physical location into a (MXP) Media Experience Platform for property owners which creates recurring revenue and media value from programmatic and local media channels. This strategic agreement between the Company and Smartify will allow Smartify to ~~terminate~~now offer incremental revenue increases to property owners by facilitating the ~~Nikaza Agreement with respect to the applicable opportunity. The term~~activation of the Nikaza Agreement is for one (1) year and will automatically be renewed for additional one (1) year periods thereafter unless terminated by either party upon providing thirty (30) days prior written notice before the beginning of any renewal term.5G on their properties.

5G wireless networks are expected to be 100 times faster than current 4G LTE networks. This will enable global scale killer applications such as self-driving cars, the Internet of things (“IOT”), mobile streaming of 4K videos, real-time hologram-based collaboration, and lag-free high-definition gaming.

To realize this vision, many new 5G broadcast locations are needed because high frequency 5G signals cannot travel farther than 100 meters. It is estimated that more than one million new 5G cell towers or small cells must be added in the United States alone. International Data Corporation (“IDC”) expects over two million—by 2021. By comparison, the existing 2G/3G/4G network, built over many years, has just over 300,000 cell towers. Recent frequency auction activity and new innovation means that we have more potential clients for our locations.

As 5G initially rolls out in major metropolitan and suburban areas, we believe that in addition to conventional “macro” cell towers, wireless carriers will also need networks of small cell antennas dotting the country to relay signals to and from these signal-emitting macro towers. Only when these networks of small cells are deployed will customers experience the true 5G that has been marketed with blazing speed and ultra-low latency. The current method for identifying available real estate assets, negotiating leases, completing necessary zoning and permits, and installing equipment is outdated, time-consuming and costly. In order to truly fulfill the marketed performance of ultra-wide band 5G, a better system and process must be deployed.

~~The Solution~~We believe that we can disrupt the legacy process carriers use to identify and activate properties through our acquisition of www.smallcellsite.com. By using www.smallcellsite.com, we believe that Digital Locations can capitalize on providing “activation-ready” real estate assets through software it has acquired that speeds up implementation, enables a repeatable process and reduces the overall costs of small cell roll out.

~~Nikaza Context Hub~~ – The Nikaza Context Hub is the industry’s first location platform that can pinpoint a user’s location with a high degree of accuracy based on a combination of indoor- Wi-Fi, Bluetooth, and Beacon signals. This market leading Enterprise grade platform also enables hyper-local advertising campaign management. By deploying a Smart Sensor or Internet of Things (Iot) device that measures precise micro location using Wi-Fi, Near Field Communications, and Bluetooth signals, venue owners can gain real-time visibility to In Store Analytics such as insights into in-store guest behavior. Additionally, it provides visibility into visitation patterns broken down by day part and dwell time along with real time measurement of in-store visits at the aisle level.FCC Eases 5G Tower Deployment

~~Attribution -~~ ~~Our location data~~The United States government sees 5G as national agenda for economic and technological leadership in the next decade. Accordingly, in late 2018 the Federal Communications Commission (“FCC”) approved rules aimed at speeding up the deployment of small cells and other 5G network equipment by regulating in part the fees and timelines cities and states can impose on wireless network operators and other wireless players. The agency passed the rules with all commissioners voting in support. In addition, recent changes to the FCC Over-the Air Reception Devices (‘OTARD”) rules ensure that antennas used to distribute broadband fixed wireless services to multiple customer locations can be ~~used~~sited to ~~help advertisers understand~~support next-generation network deployment, including 5G. This opens the ~~relationship between ad-impressions~~door to fixing 5G small cells to both commercial and ~~in-store visits.~~residential locations. Previously, these types of 5G antennas were not allowed on residential structures, but we believe that these recent changes to the OTARD rules can swiftly enhance Digital Location’s plans.

~~Data Collection -~~ ~~Location Services Framework allows for First Party data collection~~Local Challenge of Cell Towers and ~~activation.~~Opportunity

~~Data Syndication -~~ ~~Through~~While everyone wants lightning speed wireless networks, not everyone likes the appearance of cell towers on the sides of freeways or outskirts of town. While new FCC rules will make it easier to deploy new small cell antennas with less red tape, local city councils will still have a ~~proprietary network of data buyers, we facilitate the monetization of context data on behalf of an enterprise.~~

On March 14, 2018 we entered into our second teaming agreement (the “Ampsy Agreement”) with Fandedealio, Inc. dba Ampsy, a Delaware corporation (“Ampsy”), a location based audience discovery and engagement platform for Social Channels.

Pursuant to the terms of the Ampsy Agreement, the Company and Ampsy will seek to develop and secure contracts with potential customers in certain geographic markets for each other’s information technology services, solutions and products. If either party makes a bona fide referral of a present or potential customer to the other, the parties shall work together to developsay regarding antenna aesthetics. We see this challenge as an opportunity for ~~one~~us to partner with regional cell tower contractors with good local government relationships to help us with our cell tower projects. Once installed, each cell tower functions as a multi-tenant tower, hosting antennas for different wireless carriers or both of the parties to provide services and/or products to the customer. Once either party is selected as the prime contractor for an opportunity that the parties are jointly pursuing, the parties shall negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract to perform the services and/or to provide the products of the other party as part of the opportunity. If the parties are unable to agree on a subcontract within sixty (60) calendar days after award of a prime contract, or other period if mutually agreed in writing, either party shall have the right, upon ten (10) days’ prior notice to the other party, to terminate the Ampsy Agreement with respect to the applicable opportunity. The term of the Ampsy Agreement is for one (1) year and will automatically be renewed for additional one (1) year periods thereafter unless terminated by either party upon providing thirty (30) days prior written notice before the beginning of any renewal term.businesses.

~~Companies are spending significant budgets to discover~~Many small cell antenna and ~~activate local audiences via social channels, however, they do not utilize~~tower operators conduct business in the ~~below:~~

	·	~~No Hashtag - 80% of social posts are missing a brand relevant hashtag or keyword. Without that anchor there is no way to capture and analyze that social content and engage with that user.~~

	·	~~No Location Identifier – Even if a post contains a hashtag, this does not necessarily enable location accuracy.~~

~~Ampsy Platform~~ ~~- The Ampsy platform combines proprietary geofencing technology with real-time experience analytics to deliver~~United States, nevertheless, the market is dominated by four large cell tower companies which account for roughly $175 billion in market value: American Tower (“AMT”), Crown Castle (“CCI”), SBA Communications (“SBAC”), and Vertical Bridge. While cell towers only constitute a live event media aggregation service with insights about attendees who take to social during games, concerts, conferences and more. Ampsy helps identify and compartmentalize this digitally-engaged live audience, uncovering people with influence over their followers. These influencers are important ongoing sales targets,tiny portion of total real estate asset value in ~~addition to serving as candidates to be activated for future marketing campaigns. Ampsy provides~~ the ~~most agile and accurate location based social listening and influencer marketing / customer engagement platform~~United States, cell towers constitute disproportionately high importance in the market ~~today.~~capitalization-weighted investible real estate indexes with AMT and CCI as the two single largest companies.

Cell tower companies primarily own "macro" communications towers that host cellular network broadcast equipment from AT&T, Verizon, T-Mobile, and Sprint, but CCI and UNIT also have significant investments in fiber and small-cell networks. AMC and SBAC focus on macro tower sites, but each also has significant international operations. Typically viewed as growth-oriented companies that pay relatively low dividend yields but command superior growth profiles, cell tower companies are among the newest Real Estate Investment Trust (“REIT”) sector, emerging after AMC converted to a REIT in 2012 followed by CCI in 2013 and SBAC in 2017.

Cell tower companies have been among the best-performing sectors over the past four years, powered by the network densification required by the early stages of the 5G rollout. More than any other real estate sector, cell tower ownership is highly concentrated. Cell tower companies own roughly 50-80% of the 100-150k investment-grade macro cell towers in the United States and due to this market power and significant barriers to entry, are perhaps the only real estate sector that could be classified as true price makers rather than price takers.

~~The Ampsy platform features~~Cell tower companies continue to command strong competitive positioning in the telecommunications sector. Cell carriers sold off their tower assets beginning in the mid-2000s to de-lever their balance sheets and ~~benefits include:~~

	·	~~No expensive clunky hardware.~~

	·	~~A proprietary geo-fencing technology which surfaces social conversations at specific locations.~~

	·	~~No hashtag needed.~~

	·	~~Machine learning surfaces the most relevant content and influencers based on pre-defined interests, behaviors and emotions.~~

	·	~~A real-time smart engagement engine that enables personalized 1-1 messaging at scale.~~

~~On March 20,2018, we entered into our third teaming agreement with Glanz Inc. dba Corner Media (“Corner Media”). Corner Media~~free-up capital to expand their networks. Supply growth is ~~a location based digital media company with a focus on premier, high pedestrian traffic locations. Corner Media brings together traditional outdoor~~almost non-existent in the United States as there are significant barriers to entry through the local permitting process and digital advertising to help businesses reach their ideal customers. Through digital displays, location-based mobile ads, and innovative outdoor advertising, Corner Media is helping retailers transform the way they advertise.

~~For the longest time, the physical space has been trying to connect~~due to the ~~virtual one. In~~economics of colocation versus building single-tenant towers. The relative scarcity of cell towers, combined with the ~~past, display advertising was unconnected, static, not agile, flexible or adaptable.~~

We deploy an integrated proximity based mobile and programmatic display platform that leverages where people are, allowing advertisers and retail owners to identify and influence consumers in a completely new way. Using location context, advertisers and retailers can create more relevant customer experiences, understand customer data and reach consumers on their path to purchase.

~~The market opportunity~~absolute necessity of these towers for our solutions is significant. Gartner, Inc. forecasts that 8.4 billion “things” will be in use at the end of 2017, up 31% from 2016, setting the stage for the market to approach 20 billion connected “things” by 2020. According to a recent Markets and Research report, the proximity marketing market is expected to be worth $52 billion by 2022, growing at a CAGR of 29.8% between 2016 and 2022. The current marketplace is expected to be driven by the heavy demand for personalized location-based services which enable a contextually relevant user experience. In addition, the increased use of beacons and growing availability of spatial data and analytical tools further propel the growth of this market.

Businesses are making approximately $6.50 for every $1.00 spent on social influencer marketing. A staggering 59% of marketers intend to increase their influencer marketing budget in 2018 and in a recent survey nearly 40% of Twitter users say they have made a purchase as a direct result of a tweet from an influencer. That said, BIA Kelsey reports that roughly 67% of marketers consider finding relevant influencers their greatest challenge.

~~The market for our solutions is competitive, as the demand for scalable, compliant, data solutions is rapidly increasing. We compete with private~~cell networks, has given these companies that offer a similar solution to ours, including Gimbal, Unacast, Near, Safe Graph, Freckle IOT, Ground Signal and public companies such as Clear Channel Outdoor ( CCO), Lamar Advertising (LAMR) and JC Deceaux Group (DEC)

~~We expect new market entrants and existing competitors to introduce new solutions that compete with ours.~~

The market for Proximity Based data and marketing solutions is rapidly growing and therefore is incredibly fragmented. With the primary goals of increasing our asset value and diversifying our shareholder base, we have initiated a robust M&A effort by creating a deep pipeline of potential targets which meet our criteria, and a repeatable process for screening deals. We believe this space is uniquely suited for consolidation,substantial pricing power even as the number of ~~privately held~~potential tenants has dwindled down to just four national carriers over the last two decades. These companies have benefited from the increase in network spending from the four national carriers during the early stages of the 5G rollout.

As a result of the APA, we acquired proprietary web-based software which ~~meet our criteria~~provides a system and method for identifying wireless communication assets. A provisional patent application for this technology was filed on May 31, 2017 and we were notified on or about January 11, 2021, by the United States Patent and Trademark Office that the patent will be granted.

Digital Locations generally is ~~significant. This process involves both direct outreach by our internal business development team, in conjunction~~subject to all of the governmental regulations that regulate businesses generally such as compliance with ~~ongoing dialogue with several merchant bankers marketing sell-side mandates.~~regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning the environment, permits for certain activities, workplace safety, labor relations, employee rights, and government taxes. The ~~are several factors that can negatively affect our ability to merge with~~adoption of any additional laws or ~~acquire a business including but not limited to~~regulations may decrease the ~~lack of liquidity in our public stock, the size~~growth of our ~~current market cap,~~business, decrease the demand for services and increase our ~~inability~~cost of doing business. Changes in tax laws also could have a significant adverse effect on our operating results and financial condition. As we acquire small cell sites and towers, we will be subject to ~~raise~~ additional ~~capital.~~regulations imposed by the FCC regarding the wireless network industry.

Digital Locations, Inc. was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on September 14, 2017, the Company changed its name to Digital Locations, Inc.

~~We have filed numerous patent applications with~~On January 7, 2021, Digital Locations, SmallCellSite.com LLC, a Virginia limited liability company (“SCS”), and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the ~~United States Patent~~Company (the “Subsidiary”) entered into an Asset Purchase Agreement (“APA”) to acquire substantially all of the assets of SCS’s wireless communications marketing and ~~Trademark Office (“USPTO”)~~database services business in consideration for a total purchase price of $10,000 in cash and a five-year convertible promissory note in the ~~course~~amount of $1,000,000 made in favor of SCS or its assignees (the “Note”).

SCS is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. Current customers include Verizon and T-Mobile Sprint.

Pursuant to the APA, SCS instructed us to assign the Note to its members as follows: $500,000 principal amount of the Note to Shervin Gerami, a holder of 50% of the membership interest of SCS, and $500,000 principal amount of the Note to Baryalai Azmi, a holder of 50% of the membership interest of SCS (the “Assigned Notes”).

At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of our ~~business history. However, patent applications that are~~common stock not ~~related to the current business focus of graphene have all been abandoned and we currently do not have any patent applications filed for graphene. Our Sponsored Research Agreements (“SRAs”~~exceeding five percent (5%) ~~with the University of California at Santa Barbara (“UCSB”) give us the first right to review any new inventions arising out~~ of the ~~SRAs,~~total trade volume of our common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. The Note also imposes an overall limitation on the amount of conversions to common stock that the Noteholder may effect such that it prohibits the Noteholder from beneficially owning more than 4.99% of the total issued and ~~negotiate a license or option agreement for such inventions.~~outstanding common stock of the Company at any time that the Note is outstanding.

~~We currently~~As of the date of this report, we have two ~~full-time~~part-time employees. We have arrangements with various independent contractors and consultants to meet ~~additional~~the current needs of the Company, including management, accounting, investor relations, ~~research and development~~ and other administrative functions.

We are in the early stages of development and have limited operating history on which you can base an investment decision.

We were formed in August 2006, ~~and have been developing a new technology for commercial use. We have~~but recently changed our business focus. We have generated no revenues, have no real operating history upon which you can evaluate our business strategy or future prospects, and have negative working capital. As a result, our auditor issued an opinion in connection with our December 31, ~~2017~~2022 financial statements, which expressed substantial doubt about our ability to continue as a going concern unless we obtain additional financing. Our ability to obtain additional financing and generate ~~such revenues~~revenue will depend on whether we can successfully develop ~~commercialize~~ and ~~license our technology and~~acquire a large portfolio of cell tower sites to make the transition from a development stage company to an operating company. We expect to continue to incur losses. In making your evaluation of our business, you should consider that we are a start-up business focused on developing and acquiring a ~~new technology, are designing solutions that have no proven market acceptance,~~portfolio of cell tower sites and operate in a rapidly evolving industry. As a result, we may encounter many expenses, delays, problems, and difficulties that we have not anticipated and for which we have not planned. There can be no assurance that at this time we will successfully ~~commercialize our technology,~~develop or acquire a significant portfolio of cell tower sites, operate profitably, or that we will have adequate working capital to fund our operations or meet our obligations as they become due.

Our proposed operations are subject to all of the risks inherent in the initial expenses, challenges, complications, and delays frequently encountered in connection with the formation of any new business. Investors should evaluate an investment in our company in light of the problems and uncertainties frequently encountered by companies attempting to develop markets for new products, services, and technologies. Despite best efforts, we may never overcome these obstacles to achieve financial success. Our business is speculative and dependent upon the implementation of our business plan, as well as our ability to successfully ~~enter into licensing agreements~~acquire cell tower sites for 5G services with third parties on terms that will be commercially viable for us. There can be no assurance that our efforts will be successful or result in revenue or profit. There is no assurance that we will earn significant revenues or that our investors will not lose their entire investment.

There is no assurance that our new development and growth-by-acquisition strategy will be successful.

~~We have hired a~~Our strategy is to grow by developing new ~~Chief Executive Officer to implement our new strategy of growing the Company~~small cell sites and through the acquisition of ~~other public or private operating companies engaged in the proximity marketing business.~~existing small cell sites and towers. While we will endeavor to develop or acquire ~~companies~~small cell sites and towers that are profitable and accretive, there is no assurance that any of our business development or acquisitions will be economically successful or perform as expected. We may develop and acquire ~~businesses~~small cell sites and towers that incur unexpected losses or may not integrate well with the Company. We may not realize profits on our business development or acquisitions for a number of reasons, including but not limited to paying higher than fair value, unexpected operating deficits, change in the market, loss of customers, reduced demand, loss of management, and other causes.

Factors which may affect our ability to grow successfully through acquisitions include:

If we are unable to effectively manage the transition from a development stage company to an operating company, our financial results will be negatively affected.

For the period from our inception, August 25, 2006, through December 31, ~~2017,~~2022, we incurred an aggregate net loss, and had an accumulated deficit, of ~~$30,038,453.~~$50,164,550. For the years ended December 31, ~~2017~~2022 and ~~2016,~~2021, we incurred ~~net~~operating losses of ~~$2,388,454~~$3,635,616 and ~~$277,663,~~$4,699,941, respectively. We reported net income of $969,014 for the year ended December 31, 2022, resulting primarily from a gain on change in derivative liability, and a net loss of $13,120,527 for the year ended December 31, 2021. Our operating losses are expected to continue to increase for at least the next 48 months as we commence full-scale development of our ~~technology,~~new business plan, if feasible. We believe we will require significant funding to make this transition, if full-scale development is commercially justified. If we do make such transition, we expect our business to grow significantly in size and complexity. This growth is expected to place significant additional demands on our management, systems, internal controls, and financial and operational resources. As a result, we will need to expend additional funds to hire additional qualified personnel, retain professionals to assist in developing appropriate control systems, and expand our operating infrastructures. Our inability to secure additional resources, as and when needed, or manage our growth effectively, if and when it occurs, would significantly hinder our transition to an operating company, as well as diminish our prospects of generating revenues and, ultimately, achieving profitability.

Currently, we have ~~not~~ generated ~~significant~~minimal revenue from this new and unproven segment of our business. ~~While we intend to market our solutions, there~~There is a risk that we will be unable to compete with large, medium, and small competitors that are in (or may enter) the industry with substantially larger resources and management ~~experience.~~experience than us.

~~Our solutions address an~~The evolving ~~marketplace~~small cell site and ~~must comply with current~~tower market in which we expect to enter is intensely competitive requiring sophisticated technology and ~~evolving customer requirements~~constant innovation, both in ~~order to gain market acceptance.~~the development and execution of our business financial model and the quality of our intellectual property. There is ~~a risk~~no assurance that we will ~~not~~successfully compete to gain and retain customers and meet ~~anticipated customer requirements or desires.~~their requirements. Our current management has little prior experience in conducting this business.

~~If we fail~~Aspects of our small cell site and tower business are subject to ~~respond quickly to technological developments, our solutions may become uncompetitive~~ and ~~obsolete.~~

The mobile data market is expected to experience rapid technology developments, changes in industry standards, changes in customer requirements and frequent new product introductions and improvements. If we are unable to respond quickly to these developments, we may lose competitive position, and our solutions or technologies may become uncompetitive or obsolete, causing revenues and operating results to suffer. In order to compete, we may be required to develop or acquire new technologies and improve our existing technologies and processes on a schedule that keeps pace with technological developments and the requirements for our industry. We must also be able to support a range of changing customer preferences. We cannot guarantee that we will be ~~successful~~designed to comply with the regulations of the FCC. A change in ~~any manner in these efforts, and our inability to do so could cause our business to suffer.~~

~~Changes in consumer sentiment or laws, rules or~~those regulations ~~regarding tracking technologies and other privacy matters could~~may have a material adverse effect on our ~~ability~~operating results, financial condition, and business prospects and performance. We are also subject to ~~generate net revenues~~regulations applicable to businesses generally, including without limitation those governing employment, construction, permit requirements, the environment, and ~~could adversely affect our ability to collect data on consumer shopping behavior.~~

health and safety, those governing the telecommunications industry, and the FCC. The ~~collection and use~~adoption of ~~electronic information about user is an important element~~any additional laws or regulations may decrease the growth of our ~~technology~~business, decrease the demand for services and ~~solutions. However, consumers may become increasingly resistant to the collection, use and sharing~~increase our cost of ~~information, including information used to deliver advertising and to attribute credit to publishers~~doing business. Changes in performance marketing programs, and take steps to prevent such collection, use and sharing of information. For example, consumer complaints and/or lawsuits regarding advertising or other tracking technologies in general and our practices specificallytax laws also could ~~adversely impact our business. In addition to this change in consumer preferences, if retailers or brands perceive~~have a significant negative consumer reaction to targeted advertising or the tracking of consumers’ activities, they may determine that such advertising or tracking has the potential to negatively impact their brand. In that case, advertisers may limit or stop the use of our solutions, andadverse effect on our operating results and financial ~~condition would be adversely affected.~~condition.

Our business practices with respect to data and consumer protection could give rise to liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to consumer privacy, data protection and consumer protection.

Federal, state and international laws and regulations govern the collection, use, retention, sharing and security of data that we collect. We strive to comply with all applicable laws, regulations, self-regulatory requirements and legal obligations relating to privacy, data protection and consumer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot assure you that our practices have complied, comply, or will comply fully with all such laws, regulations, requirements and obligations. Any failure, or perceived failure, by us to comply with federal, state or international laws or regulations, including laws and regulations regulating privacy, data security, marketing communications or consumer protection, or other policies, self-regulatory requirements or legal obligations could result in harm to our reputation, a loss in business, and proceedings or actions against us by governmental entities, consumers, retailers or others. We may also be contractually liable to indemnify and hold harmless performance marketing networks or other third parties from the costs or consequences of noncompliance with any laws, regulations, self-regulatory requirements or other legal obligations relating to privacy, data protection and consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any such proceeding or action, and any related indemnification obligation, could hurt our reputation, force us to incur significant expenses in defense of these proceedings, distract our management, increase our costs of doing business and cause consumers and retailers to decrease their use of our marketplace, and may result in the imposition of monetary liability.

As we develop and ~~provide solutions,~~acquire small cell sites and towers, we may be subject to additional and unexpected regulations, which could increase our costs or otherwise harm our business.

As we develop and ~~provide solutions that address new market segments,~~acquire small cell sites and towers, we may become subject to additional laws and regulations, which could create unexpected liabilities for us, cause us to incur additional costs or restrict our operations. From time to time, we may be notified of or otherwise become aware of additional laws and regulations that governmental organizations or others may claim should be applicable to our business. Our failure to anticipate the application of these laws and regulations accurately, or other failure to comply, could create liability for us, result in adverse publicity, or cause us to alter our business practices, which could cause our net revenues to decrease, our costs to increase, or our business otherwise to be harmed.

~~Government regulation~~Our ability to protect our intellectual property is uncertain.

As a result of the ~~Internet, e-commerce~~APA, we acquired proprietary web-based software which provides a system and ~~m-commerce is evolving,~~method for identifying wireless communication assets. A provisional patent application for this technology was filed on May 31, 2017 and ~~unfavorable changes~~we were notified on or ~~failure by us to comply with these laws and regulations could substantially harm our business and results of operations.~~

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet, e-commerce and m-commerce in a number of jurisdictions around the world. Existing and future regulations and laws could impede the growth of the Internet, e-commerce, m-commerce or other online services. These regulations and laws may involve taxation, tariffs, privacy and data security, anti-spam, data protection, content, copyrights, distribution, electronic contracts, electronic communications and consumer protection. It is not clear how existing laws and regulations governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws and regulations were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raisedabout January 11, 2021 by the ~~Internet, e-commerce or m-commerce. It is possible~~United States Patent and Trademark Office that ~~general business regulations and laws, or those specifically governing~~ the ~~Internet, e-commerce or m-commerce may~~patent will be ~~interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.~~granted. We cannot assure ~~you~~ that ~~our practices have complied, comply~~this patent or ~~will comply fully with all such laws and regulations. Any failure, or perceived failure, by~~any other patent that may be granted to us, ~~to comply with~~if any, of these laws or regulations could result in damage to our reputation, a loss in business, and proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant resources in defense of these proceedings, distract our management, increase our costs of doing business, and cause consumers and retailers to decrease their use of our marketplace, and may result in the ~~imposition of monetary liability.~~future will be enforceable. We ~~may also be contractually liable~~will have limited resources to ~~indemnify and hold harmless third parties from the costs or consequences of noncompliance with~~fight any ~~such laws or regulations. In addition, it is possible that governments of one or more countries may seek to censor content available~~infringements on our ~~websites~~proprietary rights and ~~mobile applications or may even attempt to completely block access to our marketplace. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that~~if we are ~~restricted, in whole~~unable to protect our proprietary rights or ~~in part, from operating in one or more countries,~~if such rights infringe on the rights of others, our ~~ability to retain or increase our customer base may~~business would be materially adversely ~~affected and we may not be able to maintain or grow our net revenues as anticipated.~~affected.

The current credit and financial market conditions may exacerbate certain risks affecting our business.

Due to the continued disruption in the financial markets arising from the global recession and the slow pace of economic recovery, many of our potential customers ~~are~~may be unable to access capital necessary to ~~accommodate the use of~~lease our ~~technology.~~cell towners once developed or acquired. Many are operating under austerity budgets ~~that limit their ability to invest in new technology and~~ that make it significantly more difficult to take risks. As a result, we may experience increased difficulties in convincing customers to ~~adopt~~lease our ~~technology as a viable alternative at this time.~~cell towers once developed or acquired.

The future impact of the Covid-19 pandemic on companies is evolving and we are currently unable to assess with certainty the broad effects of Covid-19 on our business.

The future impact of the Covid-19 pandemic on companies continues to evolve and we are currently unable to assess with certainty the broad effects of Covid-19 on our business. As of December 31, 2022, the Company had no material assets that would be subject to impairment or change in valuation due to Covid-19. However, as of December 31, 2022, the reported values of the Company’s material convertible debt and derivative liabilities are based on multiple factors, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. We believe these inputs will be subject to even more significant changes due to the impact on capital markets of Covid-19, and the future estimated fair value of these liabilities may fluctuate materially from period to period.

Without reliable sources of revenue, we are currently dependent on debt or equity financing to fund our operations and execute our business plan. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding.

We do not maintain theft or casualty insurance, and only maintain modest liability and property insurance coverage and therefore we could incur losses as a result of an uninsured loss.

We cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Any such uninsured or insured loss or liability could have a material adverse effect on our results of operations.

If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

Our success is highly dependent on our ability to attract and retain qualified management personnel. Competition for these qualified personnel is intense. We are highly dependent on our management and key consultants who have been critical to the development of our business. The loss of the services of key employees and key consultants could have a material adverse effect on our operations. We do have employment or consulting agreements with key individuals. However, there can be no assurance that any employees or consultants will remain associated with us. The efforts of key employees and consultants will be critical to us as we continue to develop our technology and as we attempt to transition from a development stage company to a company with commercialized products and services. If we were to lose key employees or consultants, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies.

We cannot assure that the market price for our common stock will remain at its current level and a decrease in the market price could result in substantial losses for investors. The market price of our common stock may be significantly affected by one or more of the following factors:

	·	announcements or press releases relating to the industry or to our own business or prospects;

	·	regulatory, legislative, or other developments affecting us or the industry generally;

	·	sales by holders of restricted securities pursuant to effective registration statements or exemptions from registration; and
	·	market conditions specific to companies in our industry and the stock market generally.
	·	~~market conditions specific to companies in our industry and the stock market generally.~~

If our common stock remains subject to the ~~SEC’s~~Securities and Exchange Commission’s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

~~Unless our~~Our common stock is not listed on a national securities exchange, ~~including the Nasdaq Capital Market, if~~ we have stockholders’ equity of less than $5,000,000, ~~or less~~ and our common stock has a market price per share of less than ~~$4.00,~~$4.00. Accordingly, transactions in our common stock ~~will be~~are subject to the ~~SEC’s~~Securities and Exchange Commission’s “penny stock” rules. If our common stock remains subject to the “penny stock” rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will probably decrease the willingness of broker-dealers to make a market in our common stock, decrease liquidity of our common stock and increase transaction costs for sales and purchases of our common stock as compared to other securities. Our management is aware of the abuses that have occurred historically in the penny stock market.

As a result, if our common stock becomes subject to the penny stock rules, the market price of our securities may be depressed, and you may find it more difficult to sell our securities.

If we fail to maintain effective internal controls over financial reporting, the price of our common stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations.

Rules adopted by the ~~SEC~~Securities and Exchange Commission (“SEC”) pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

We are authorized to issue shares of preferred stock without stockholder approval, which could adversely impact the rights of holders of our common stock.

Our Articles of Incorporation authorize our Company to issue up to 20,000,000 shares of preferred stock, of which 1,000 shares have been designated as Series A Preferred Stock, ~~and~~ 30,000 shares have been designated as Series B Preferred Stock, 36,000 shares have been designated as Series C Preferred Stock, 1,000 shares have been designated as Series D Preferred Stock, and 45,000 shares have been designated as Series E Preferred Stock. As of ~~March 30, 2018~~the date of this report, there are no shares of Series A Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock issued and ~~16,155~~outstanding. As of March 20, 2023, 14,241 shares of Series B Preferred Stock were issued and outstanding and 40,600 shares of Series E Preferred Stock were issued and outstanding. We can issue additional shares of our preferred stock in one or more series and can set the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any additional shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Of the ~~38,776,436~~665,688,783 shares of our common stock outstanding as of ~~December 31, 2017,~~March 20, 2023, approximately ~~38,284,528~~655,910,924 shares are freely tradable without restriction. Any substantial sales of our common stock pursuant to Rule 144 may have a material adverse effect on the market price of our common stock.

We do not expect to pay dividends in the future and any return on investment may be limited to the value of our common stock.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of Directors. If we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if its stock price appreciates.

~~Our~~We rent our principal office ~~is located~~space in an executive office suite facility on a month-to-basis at ~~3700 State Street, Suite 350, Santa Barbara, California 93105. On September 5, 2017, we~~a rate of $79 per month.

Effective February 1, 2022, the Company entered into a ~~sublease for office space in our new location. The base rent for the new sublease is $1,000 per month~~lease agreement for a ~~period~~sub-office in Watchung, New Jersey with a term of ~~one year~~12 months and ~~month-to-month thereafter.~~monthly lease payments of $500.

We are not currently a party to, nor is any of our property currently the subject of, any pending legal proceeding that will have a material adverse effect on our business.

~~Commencing November 21, 2017, our~~Our common stock ~~traded~~is quoted on the “Pink Sheets” published by OTC Markets Group, Inc. under the symbol “DLOC.” Our common stock has traded on the OTC Bulletin Board and OTCQB Market under the symbol “CABN” since September 28, 2007. The following table provides, for the periods indicated, the range of high and low bid prices for our common stock. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Fiscal Year 2016

High

Low

First Quarter

$ 0.111

$ 0.023

Second Quarter

0.115

0.006

Third Quarter

0.085

0.060

Fourth Quarter

0.066

0.006

Fiscal Year 2017

High

Low

First Quarter

$ 0.040

$
0.024

Second Quarter

0.040

0.020

Third Quarter

0.100

0.028

Fourth Quarter

0.040

0.007

As of March ~~30, 2018,~~20, 2023, there were 95100 holders of record of our common stock. This number does not include stockholders for whom shares were held in “nominee” or “street” name.

We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for the development of our business.

Our Articles of Incorporation, as amended, authorize the issuance of up to two billion (2,000,000,000) shares of common stock, $0.001 par value per share. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefor. In the event of a liquidation, dissolution, or winding up of our company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares.

As of March ~~30, 2018,~~20, 2023, our common stock was held by 95100 stockholders of record, and we had ~~38,776,436~~604,150,321 shares of common stock issued and outstanding. We believe that the number of beneficial owners is substantially greater than the number of record holders because a significant portion of our outstanding common stock is held of record in broker street names for the benefit of individual investors. The transfer agent of our common stock is ~~Computershare Investor Services, 250 Royall Street, Canton, Massachusetts 02021.~~Worldwide Stock Transfer, LLC, One University Plaza, Suite 505, Hackensack, New Jersey 07601.

The following table shows information with respect to each equity compensation plan under which our common stock is authorized for issuance as from inception (April 24, 2006) through December 31, 2017.

Plan category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

Weighted average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

(a)

(b)

(c)

Equity compensation plans approved by security holders

-0-

-0-

2,000,000

Equity compensation plans not approved by security holders ⁽¹⁾

1,414,750

$ 0.19

-0-

Total

1,414,750

$ 0.19

2,000,000

⁽¹⁾	~~Consists of options to purchase a total of 1,408,750 common shares and warrants to purchase a total of 6,000 common shares.~~

During the three months ended December 31, 2022, the Company issued a total of 78,461,251 shares of common stock upon the conversion of $43,750 of principal of convertible notes payable and accrued interest payable of $2,625. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $33,594.

The foregoing transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering. We believe that the offers, sales, and issuances of the above securities were exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving any public offering.

The following discussion and analysis should be read together with our financial statements and the related notes appearing elsewhere in this filing. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. See “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this annual report.

This Form 10-K contains financial projections and other “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations, and business. These statements include, among others:

	·	statements concerning the potential for benefits that we may experience from ~~its~~our business activities and certain transactions ~~it contemplates~~we contemplate or ~~has~~have completed; and

	·	statements of our expectations, future plans and strategies, anticipated developments, and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” or similar expressions used in this Form 10-K. ~~You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” or similar expressions used in this Form 10-K.~~ These forward-looking statements are subject to numerous assumptions, risks, and uncertainties that may cause the Company’s actual results to be materially different from any future results expressed or implied by the Company in those statements. The most important facts that could prevent the Company ~~in those statements. The most important facts that could prevent~~from achieving its stated goals include, but are not limited to, the ~~Company from achieving its stated goals include, but are not limited to, the~~ following:

	(a)	volatility or decline of the Company’s stock price;

	(b)	potential fluctuation in quarterly results;

	(c)	failure of the Company to earn revenues or profits;

	(d)	inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;

	(e)	failure to ~~further commercialize its technology~~develop or ~~to make sales;~~acquire a sufficient number of cell towers;

	(f)	rapid and significant changes in markets;

	(g)	litigation with or legal claims and allegations by outside parties;

	(h)	insufficient revenues to cover operating costs;

	(i)	aspects of the Company’s business are not proprietary and in general the Company is subject to inherent competition;

	(j)	further dilution of existing shareholders’ ownership in Company;

	(k)	uncollectible accounts and the need to incur expenses to collect amounts owed to the Company;

	(l)	inability to make business and asset acquisitions in the industries we seek due to a lack of capital or financing, purchase prices that are too high, terms that are too onerous, a lack of attractive candidates for acquisition, and strong competition for business and asset acquisitions from bigger, better capitalized competitors; and

	(m)	failure of newly acquired ~~businesses~~business or assets to operate profitability or perform as expected.

There is no assurance that the Company will be profitable. The Company may not be able to successfully develop, manage, or market its products and services. The Company may not be able to attract or retain qualified executives and technology personnel. The Company may not be able to obtain customers for its products or services. The Company’s products and services may become obsolete. Government regulation may hinder the Company’s business. Additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants, and stock options, the exercise of outstanding warrants and stock ~~options.~~options, or the issuance and conversion of convertible debt.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. The Company cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-K. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue. The Company does not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with our financial statements and notes to those statements. In addition to historical information, the following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties.

~~Digital Locations~~On January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”), and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of the Company (“SCS”) entered into an Asset Purchase Agreement (“APA”) to acquire substantially all of the assets of SCS LLC’s wireless communications marketing and database services business in consideration for a total purchase price of $10,000 in cash and a five-year convertible promissory note in the amount of $1,000,000 made in favor of SCS or its assignees (the “Note”). Pursuant to the APA, SCS LLC instructed the Company to assign $500,000 principal amount of the Note to each of SCS’s two members. SCS LLC is a ~~solutions provider~~source of ~~proximity based data solutions that help businesses better understand and interact with consumers in various physical locations. We enable solutions that serve~~more than 80,000 cell sites offered by property owners for use by wireless network operators.

The SCS LLC business acquisition has been accounted for as a ~~“bridge”~~purchase and, effective January 7, 2021, the accounts of SCS are consolidated with those of the Company. Consequently, the results of operations for the year ended December 31, 2021 are not comparable to the results of operations for the year ended December 31, 2020.

Subsequent to the SCS LLC business acquisition, we intend to aggressively market and add more potential wireless sites to our database through non-exclusive marketing agreements with property owners. Management believes that the addition of more sites in the database will give our customers more options to select sites that meet their internal criteria. Once sites are selected and activated, additional revenue per site will be recognized by the Company.

On July 20, 2021, the Company became a member of the Digital Place-based Advertising Association (DPAA), the leading global trade marketing association connecting out-of-home (OOH) media with the advertising community while moving OOH to digital. We expect our membership in the DPAA to provide many business acceleration benefits, including a wide array of products and an extensive database of research, best practices and case studies; tools for planning, training and forecasting; social media amplification of news; insights on software and hardware solutions; further integration into the advertising ecosystem as part of the video everywhere conversation and marketing campaign.

On June 29, 2021, the Company entered into an agreement with Smartify Media (“Smartify”) to add Smartify’s locations to the Company’s small cell database. Smartify turns any storefront or physical location into a (MXP) Media Experience Platform for property owners which creates recurring revenue and media value from programmatic and local media channels. This strategic agreement between the ~~physical~~Company and ~~digital worlds, connecting people~~Smartify will allow Smartify to ~~place. By helping businesses transform~~now offer incremental revenue increases to property owners by facilitating the activation of 5G on their ~~locations into smart venues, they can drastically improve their in-venue mobile experience.~~properties.

As discussed above, the purchase of the operating assets of SCS LLC was effective January 7, 2021, with SCS revenues included in our consolidated statement of operations from that date forward. Revenues were $23,068 and $24,029 for the years ended December 31, 2022 and 2021, respectively. Monthly payments are received by the Company from wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues.

General and administrative expenses increased to $3,656,684 in the year ended December 31, 2022 from $2,625,881 in the year ended December 31, 2021. The increase in general and administrative expenses in the current year is due primarily to increased consulting and professional fees paid related to management of the Company and the identification of new business opportunities for the Company. In addition, we ~~help our clients identify, segment~~reported non-cash compensation expense from the issuance of non-qualified stock options of $2,986,546 in the year ended December 31, 2022 compared to $1,699,964 in the year ended December 31, 2021. The increased stock option compensation was partially offset by a decrease in the current year in non-cash stock-based compensation for common stock issued to consultants for services valued at $20,000 in the year ended December 31, 2022 compared to $416,200 in the year ended December 31, 2021.

Depreciation and activate their most socially influential customers at events, conferences or business locations, leading to increased brand loyalty, engagement, message amplification and revenue. Whether the locations are airports, sports venues, movie theaters, or political rallies, we enable smart interaction and data collection.Amortization Expense

Our ~~solutions will be delivered~~property and equipment were fully depreciated as ~~both a custom integration (non-recurring)~~of December 31, 2020. Depreciation and ~~Enterprise Software as a Service or SaaS (monthly recurring) revenue model.~~amortization expense of $2,000 in each of the years ended December 31, 2022 and 2021 consisted of the amortization of intangible assets acquired in the SCS LLC business acquisition.

The excess of the total purchase price paid over the value assigned to the identifiable tangible assets acquired in the APA of $2,096,089 was recorded as goodwill. The goodwill was not amortized but evaluated periodically for impairment. As of December 31, 2021, management determined that it was more likely than not that the recorded value of goodwill would not be recovered. Consequently, a non-cash impairment of assets expense of $2,096,089 was recorded for the year ended December 31, 2021. There was no impairment of assets expense for the year ended December 31, 2022.

Total other income was $4,604,630 for the year ended December 31, 2022. Total other expense was $8,420,586 for the year ended December 31, 2021.

Our interest expense decreased to $509,633 in the year ended December 31, 2022 from $919,095 in the year ended December 31, 2021. The decrease in interest expense in the current fiscal year resulted primarily from lower amortization of debt discount as we have had multiple convertible notes payable fully converted to common stock. In addition, on April 2, 2021, an accredited investor converted $2,618,690 of principal and $872,306 of accrued interest under various 10% convertible notes payable held by the investor to a total of 34,800 shares of our ~~business~~Series E Preferred Stock, reducing our overall convertible debt interest. The increase or decrease in our interest expense results primarily from the timing of amortization of debt discount recorded on our convertible promissory notes. We also have increased our funding from the proceeds of Series E preferred stock in the current year, which financial instrument is non-interest bearing.

We reported a gain on change in derivative liabilities of $5,108,229 and $8,979,516 in the years ended December 31, 2022 and 2021, respectively. We estimate the fair value of the derivatives associated with our convertible notes payable and stock options using a multinomial lattice model based on projections of various potential future outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements, and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

We recognized a gain on forgiveness of debt of $6,304 in the year ended December 31, 2022. Pursuant to an agreement with a lender, the Company agreed to extinguish a convertible promissory note in the principal amount of $40,000 with four payments of $10,000, which were made in the months of February, March, April and May 2022. Accrued interest payable of $6,034 was ~~focused~~forgiven by the lender in May 2022, which amount is reported as other income.

We reported a loss on ~~developing~~extinguishment of debt of $16,490,508 in year ended December 31, 2021 resulting from the issuance of Series E Preferred Stock in consideration for the conversion of convertible notes payable, accrued interest payable and fees. The Series E Preferred Stock was recorded at fair value of $23,393,601 as estimated by an independent valuation firm, resulting in a ~~low-cost method~~loss of $16,490,508 after recording the reduction of debt, accrued interest payable and derivative liabilities.

As a result of the activity discussed above, we reported net income of $969,014 in the year ended December 31, 2022 and a net loss of $13,120,527 in the year ended December 31, 2021.

As of December 31, 2022, we had total current assets of $31,113, comprised of cash, and total current liabilities of $1,517,823, resulting in a working capital deficit of $1,486,720. Included in our current liabilities as of December 31, 2022 are derivative liabilities totaling $1,233,679, which we do not anticipate will require cash payments to ~~produce graphene.~~ settle.

Our liquidity was substantially improved with the issuance of shares of Series E Preferred Stock on April 2, 2021, where $2,617,690 of principal of convertible notes payable, $826,566 of accrued interest payable, and $45,740 of fees were converted to shares of Series E Preferred Stock. The Series E Preferred Stock is recorded as Mezzanine in our consolidated balance sheets.

We have ~~completed~~funded our ~~development~~operations primarily from the proceeds from the issuance of our Series E Preferred Stock and, ~~research efforts around graphene through our SRAs with UCSB~~to a lesser extent, the proceeds of convertible notes payable. During the year ended December 31, 2022, we received net proceeds from Series E Preferred Stock of $520,000 and ~~do not see~~proceeds from convertible notes payable of $150,000. We also repaid convertible notes payable principal of $40,395.

On January 5, 2023, an ~~opportunity to commercialize~~investor purchased 550 additional shares of Series E Preferred Stock for cash of $55,000, the ~~findings~~stated valued of the ~~research agreement. We have determined to refocus our efforts to becoming a proximity based data solutions provider to businesses.~~shares.

On February ~~9, 2016, we announced a growth-by-acquisition strategy to extend our presence in~~6, 2023, an investor purchased 620 additional shares of Series E Preferred Stock for cash of $62,000, the ~~information technology market. As part this strategy, on September 8, 2017, we reported that we had entered into a term sheet with Glanz, Inc. dba Corner Media, pertaining to~~stated valued of the ~~purchase of Corner Media’s assets. Corner Media is a location-based digital media company in the out-of-home sector. On October 16, 2017, we determined not to proceed with this transaction.~~shares.

We have not yet generated revenues. We currently have negative working capital and received an opinion from our independent auditors on our financial statements that expressed substantial doubt about our ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. Since our inception through December 31, 2017, the Company has obtained funds primarily from the issuance of common stock and debt. Management believes this funding will continue, and is continually seeking new investors. Management believes the existing shareholders and lenders and prospective new investors will provide the additional cash needed to meet our obligations as they become due, and will allow the development of our core of business. However, there can be no assurance that such financing will be available upon terms that are acceptable to us, if at all.

On March 8, 2023, an investor purchased 550 additional shares of Series E Preferred Stock for cash of $55,000, the stated valued of the shares.

During the year ended December 31, 2022, we used net cash of $666,358 in operating activities as a result of our net income of $969,014, non-cash expenses totaling $3,491,605 and an increase in accrued interest, notes payable of $21,712, offset by non-cash gains totaling $5,114,263 and decreases in accounts payable of $13,880, accounts payable – related party of $20,000, and accrued expenses and other current liabilities of $546.

During the year ended December 31, 2021, we used net cash of $577,239 in operating activities as a result of our net loss of $13,120,527, non-cash gains totaling $8,989,017 and decreases in accounts payable of $41,879 and accounts payable – related party of $50,000, partially offset by non-cash expenses totaling $21,479,671, and increases in accrued expenses and other current liabilities of $328 and accrued interest - notes payable of $144,185.

During the year ended December 31, 2022, we used net cash of $500 in investing activities, comprised of the payment of deposit.

During the year ended December 31, 2021, we used net cash of $10,000 in investing activities, comprised of the payment made in the SCS business acquisition.

Net cash provided by financing activities was $629,605 during the year ended December 31, 2022, comprised of proceeds from convertible notes payable of $150,000 and proceeds from the issuance of Series E Preferred Stock of $520, partially offset by repayment of convertible notes payable of $40,395.

Net cash provided by financing activities was $637,000 in the year ended December 31, 2021, comprised of proceeds from convertible notes payable of $587,000 and proceeds from the issuance of Series E Preferred Stock of $50,000.

Historically, proceeds received from the issuance of debt and preferred stock have been sufficient to fund our current operating expenses. We estimate that we will need to raise substantial capital or financing over the next twelve months in order to explore business expansion opportunities and provide the necessary capital to meet our other general and administrative expenses. We anticipate that we will incur operating losses in the next twelve months. Our revenue is not expected to exceed our investment and operating costs in the next twelve months. Therefore, our future operations are dependent on our ability to secure additional financing. Our recent funding opportunities have been limited due to downturns in the U.S. equity and debt markets resulting from the world-wide Covid-19 pandemic. Future financing transactions, if available, may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and continued downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment and acquisitions, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

The negative impact of the Covid-19 pandemic on companies continues and we are currently unable to assess with certainty the broad effects of Covid-19 on our future business. As of December 31, 2022, the Company had no material assets that would be subject to impairment or change in valuation due to Covid-19. However as of December 31, 2022, the reported values of the Company’s material convertible debt and derivative liabilities are based on multiple factors, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. We believe these inputs will be subject to even more significant changes due to the impact on capital markets of Covid-19, and the future estimated fair value of these liabilities may fluctuate materially from period to period.

With a limited source of revenue, we are currently dependent on debt or equity financing to fund our operations and execute our business plan. We believe that the impact on capital markets of Covid-19 may make it more costly and more difficult for us to access these sources of funding.

Our significant accounting policies are disclosed in Note 2 to our consolidated financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, operating lease obligations, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates.

~~Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized~~The identifiable intangible assets acquired in the ~~balance sheet, where it is practicable to estimate that value. As~~APA are amortized using the straight-line method over an estimated life of December 31, 2017 and 2016, we believe the amounts reported for cash, prepaid expenses, accrued interest, accrued expenses and other current liabilities, and convertible notes payable approximate fair value because of their short maturities.5 years.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

~~We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows at December 31, 2017 and 2016:~~

Total

Level 1

Level 2

Level 3

December 31, 2017:

Derivative liabilities

$ 8,072,904

$ -

$ -

$ 8,072,904

Total liabilities measured at fair value

$ 8,072,904

$ -

$ -

$ 8,072,904

December 31, 2016:

Derivative liabilities

$ 6,690,697

$ -

$ -

$ 6,690,697

Total liabilities measured at fair value

$ 6,690,697

$ -

$ -

$ 6,690,697

In accordance with GAAP, management utilizes 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 as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

We have identified the conversion features of our convertible notes payable and ~~our Series B Preferred Stock~~certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives ~~associated with our convertible notes payable~~using the Black-Scholes pricing model and ~~the fair value of the derivatives associated with our outstanding Series B Preferred Stock using~~ a multinomial lattice model based on projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, 2022 and 2021, we believe the amounts reported for cash, accounts payable, accounts payable – related party, accrued expenses and other current liabilities, accrued interest, notes payable and convertible notes payable approximate fair value because of their short maturities.

We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows at December 31, 2022 and 2021:

We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

In July 2017, the FASB issued Accounting Standards Update ("ASU") 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, "Distinguishing Liabilities from Equity," because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.

Although there are several ~~other~~ new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations.

~~Year ended December 31, 2017 compared to the year ended December 31, 2016~~

General and administrative expenses increased by $176,074 to $799,589 in the year ended December 31, 2017 from $623,515 in the year ended December 31, 2016. The increase in general and administrative expenses is due primarily to increases in salary, professional and consulting fees.

Research and development expenses were $65,009 in the year ended December 31, 2017 and were incurred under our third SRA, entered into in March 2017 and concluded on September 30, 2017. Research and development expenses were $65,497 in the year ended December 31, 2016 and were incurred under our second SRA, entered into in December 2015 and expired on June 30, 2016. We currently are under no contract to further research and development activities. There were no payments to research and development consultants in either year.

Depreciation and amortization expense was $675 and $617 for the years ended December 31, 2017 and 2016, respectively. Our investment in property and equipment currently is not material to our operations.

Total other expense was $1,523,181 for the year ended December 31, 2017 and total other income was $411,966 for the year ended December 31, 2016. The change in total other income (expense) is primarily due to the fluctuation in gain (loss) on change in derivative liabilities.

We reported a loss on change in derivative liabilities of $638,432 in the year ended December 31, 2017 compared to a gain on change in derivative liabilities of $1,217,339 in the year ended December 31, 2016. Our convertible debt continued to increase during the current year resulting in additional derivative liabilities. We estimate the fair value of the derivatives associated with our convertible notes and our Series B Preferred Stock using a multinomial lattice model based on projections of various potential future outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Our interest expense increased by $104,098 to $902,748 for the year ended December 31, 2017 from $798,650 for the year ended December 31, 2016. The increase in interest expense is the result of additional convertible notes payable in the current fiscal year and the amortization of debt discount for the new convertible debt.

The gain (loss) on settlement of debt results from the conversion of convertible debt into equity. We recognized a gain on settlement of debt of $11,643 in year ended December 31, 2017 and a loss on settlement of debt of $33,561 in the year ended December 31, 2016.

~~We have also reported rental income from the sublease of our office space of $6,356 and $26,838 for the years ended December 31, 2017 and 2016, respectively, that is not material to our operations.~~

~~As a result, our net loss for the year ended December 31, 2017 was $2,388,454 compared to a net loss of $277,663 for the year ended December 31, 2016.~~

As of December 31, 2017, we had total current assets of $25,459, including cash of $23,461, and total current liabilities of $9,489,633, resulting in a working capital deficit of $9,464,174. Included in our current liabilities at December 31, 2017 are derivative liabilities totaling $8,072,904, which we do not anticipate will require cash payments to settle.

During the year ended December 31, ~~2017, we used net cash~~2022, the Company adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of ~~$859,111 in operating activities as a result~~acceptable methods of ~~our net loss~~accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ~~$2,388,454, non-cash gain~~ASC 2020-6 had no material impact on settlement of debt of $11,643 and increase in prepaid expenses of $93, partially offset by non-cash expenses totaling $1,429,869 and increases in accounts payable of $4,387 and accrued expenses of $106,823.the Company’s consolidated financial statements.

During the year ended December 31, 2016, we used net cash of $688,607 in operating activities as a result of our net loss of $277,663, non-cash gain on change in derivative liabilities of $1,217,339 and decrease in accounts payable of $25,910, partially offset by non-cash expenses totaling $764,723, a decrease in prepaid expenses of $102 and an increase in accrued expenses and other current liabilities of $67,480.ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~During the years ended December 31, 2017 and 2016, we had net cash used in investing activities of $1,945 and $1,472, respectively, for the purchase of property and equipment.~~Not applicable.

Net cash provided by financing activities during the year ended December 31, 2017 was $844,583, comprised of proceeds from convertible notes payable of $855,000, partially offset by repayment of convertible notes payable of $10,417.

Net cash provided by financing activities during the year ended December 31, 2016 was $692,317, comprised of proceeds from convertible notes payable of $707,000, partially offset by repayment of convertible notes payable of $14,683.

Although most recently, proceeds received from the issuance of debt are sufficient to fund our current operating expenses, we will need to raise additional funds in the future to continue our operations and emerge from the development stage. Therefore, our future operations are dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences, or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

We believe that we have assets to ensure that we can continue to operate without liquidation over the next twelve months, due to our current cash, and our experience in the past in being able to raise money from our investor base. Therefore, we believe we have the ability to continue our operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of our operations.

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities, and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate any revenue, and has negative cash flows from operations, which raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. Since our inception through December 31, 2017, the Company has obtained funds primarily from the issuance of common stock and debt. Management believes this funding will continue, and is continually seeking new investors. Management believes the existing shareholders and lenders and prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its core of business. However, we cannot assure that we will be successful in these endeavors.

All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.

Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required by paragraph (b) of Rule 13a-15 or Rule 15d-15, as of December 31, ~~2017,~~2022, our Chief Executive Officer and Acting Chief Financial Officer has concluded that our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Our Chief Executive Officer and Acting Chief Financial Officer also concluded that, as of December 31, ~~2017,~~2022, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Acting Chief Financial Officer, to allow timely decisions regarding required disclosure.

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. With the participation of our Chief Executive Officer and Acting Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2022 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, ~~2017,~~2022, based on those criteria. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2022, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

During the three months ended December 31, ~~2017,~~2022, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

The following table sets forth ~~information about~~the names and ages of all of our directors and executive officers. Our Board of Directors is currently comprised of three members, who are elected annually to serve for one year or until their successor is duly elected and qualified, or until their earlier resignation or removal. Executive officers serve at the discretion of the Board of Directors and ~~directors:~~are appointed by the Board of Directors.

Name		Age			~~Position~~
			Position
~~Byron Elton~~		64		~~Chairman of the Board of Directors~~
Rich Berliner			69			Chief Executive Officer, Director
William E. Beifuss, Jr.		72		~~Director, President, Acting Chief Financial Officer and Secretary~~
77			President, Acting Chief Financial Officer, Secretary, Chairman of the Board of Directors
Byron Elton
~~Gerard F. Hug~~	69	50		Director ~~and Chief Executive Officer~~

Directors serve until the next annual meeting and until their successors are elected and qualified. The directors of our company are elected by the vote of a majority in interest of the holders of the voting stock of our company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Our directors currently do not receive monetary compensation for their service on the Board of Directors.

~~Officers are appointed to serve for one year until the meeting of the Board of Directors following the annual meeting of stockholders and until their successors have been elected and qualified.~~

On April 30, 2017, Mr. Christopher Kelly resigned as Chief Executive Officer and a director of the Company, and the Company accepted Mr. Kelly’s resignations, effective April 30, 2017. Mr. Kelly resigned voluntarily for personal reasons. The Company’s Board of Directors appointed William E. Beifuss, Jr. to serve as the Company’s interim Chief Executive Officer, effective May 1, 2017

Effective July 1, 2017, the Company appointed Gerard F. Hug as a new director and the new Chief Executive Officer of the Company. William E. Beifuss, Jr. stepped down as the interim Chief Executive Officer of the Company, effective July 1, 2017.

The principal occupations and business experience for the past five years (and, in some instances, for prior years) of each of our executive officers and directors ~~followed by our key employees,~~ are as follows:

~~Byron Elton~~ Rich Berliner —Chief Executive Officer and Director. Mr. Berliner was appointed Chief Executive Officer and a member of the Company’s Board of Directors on December 1, 2021. Mr. Berliner has been Chairman and Chief Executive Officer of Fifth Gen Media, Inc., a marketing and publishing company, owned by Mr. Berliner, since 2016. Mr. Berliner’s previously served as Chief Executive Officer of a wireless construction company, Redwing Electric from 2012 through 2015, which was later sold to an investor group. Mr. Berliner did a one-year consulting project for the Swedish equipment manufacturer Ericsson in 2011. Mr. Berliner was the Founder, Chairman and CEO of Berliner Communications or BCI (BCI) which he founded in 1995, which subsequently merged with another firm in 2010. Mr. Berliner handled the firm’s quarterly earnings calls and the annual meetings in his role as Chairman. Mr. Berliner currently serves on the Board of Directors of AIADvertising, Inc. (OTC: AIAD). Mr. Berliner graduated from Rutgers with a BA in Business in 1975. He is a Fellow in the Radio Club of America and was elected in 2004. Mr. Berliner’s extensive history of management of companies in the communications, marketing and publishing businesses and his senior level experience with public reporting companies qualify him to serve on the Board of Directors.

William E. Beifuss, Jr. — Chairman of the ~~Board.~~Board of Directors, President, Acting Chief Financial Officer, and Secretary. Effective December 1, 2021, the Board of Directors elected Mr. Beifuss as Chairman of the Board of Directors. Mr. Beifuss served as Chief Executive Officer of the Company from September 30, 2019 to December 1 2021. Mr. Beifuss previously served as the interim Chief Executive Officer of the Company from May 1, 2017 to July 1, 2017 and as the Chief Executive Officer of the Company from May 10, 2013 to March 7, 2016. Mr. Beifuss has been the President, acting Chief Financial Officer, Secretary, and a director of the Company since May 10, 2013. Mr. Beifuss is a business executive and has served since February 2006 as the Chief Executive Officer of Cumorah Capital, Inc., a private investment company. Mr. Beifuss served as Chairman of the Board of Warp 9, Inc. from December 2008 to January 2013. From June 2010 to April 2012, Mr. Beifuss was the President of Warp 9, Inc. He served as the interim Chief Financial Officer of Warp 9, Inc. from June 2011 to April 2012. From April 1992 to January 2006, Mr. Beifuss was Chief Executive Officer of Coeur D'Alene French Baking Company. He served as a unit committee chairman of Boy Scouts of America. Mr. Beifuss’ extensive history of management of the Company and his varied senior level management experience with other companies qualify him to serve on the Board of Directors.

Byron Elton —Director. Mr. Elton has been a director of the Company since March 16, ~~2009.~~2009 and the Chairman of the Board of Directors from March 16, 2009 to December 1, 2021. He served as the President, Chief Operating Officer, acting Chief Financial Officer, and Secretary of the Company from January 5, 2009 to May 10, 2013. Mr. Elton is an experienced media and marketing professional with experience in crafting new business development strategies and building top-flight marketing organizations. From January 2014 to the present, he has served on the Board of Directors of OriginClear, Inc. From January 2014 to the present, he has served as Executive Vice President of 451 Marketing, a fully integrated marketing and communications agency with offices in Boston, New York and Los Angeles. From June 2013 to the present, he has served as a principal at PointClear Search, an executive search firm. He previously served as Senior Vice President of Sales for Univision Online from 2007 to 2008. Mr. Elton also served for eight years as an executive at AOL Media Networks from 2000 to 2007, where his assignments included Regional Vice President of Sales for AOL and Senior Vice President of E-Commerce for AOL Canada. His broadcast media experience includes leading the ABC affiliate in Santa Barbara, California from 1995 to 2000 and the CBS affiliate in Monterrey, California, from 1998 to 1999, in addition to serving as President of the Alaskan Television Network from 1995 to 1999.

Mr. Elton’s extensive senior level management experience, specifically in new business development and partnership strategies, ~~made him qualified to serve on the Board of Directors.~~

~~William E. Beifuss, Jr.~~ — Director, President, Secretary and Acting Chief Financial Officer. Mr. Beifuss has been the President, acting Chief Financial Officer, Secretary, and a director of the Company since May 10, 2013. Mr. Beifuss also served as interim Chief Executive Officer of the Company from May 1, 2017 to July 1, 2017 and as Chief Executive Officer of the Company from May 10, 2013 to March 7, 2016. Mr. Beifuss is a business executive and has served since February 2006 as the Chief Executive Officer of Cumorah Capital, Inc., a private investment company. Mr. Beifuss served as Chairman of the Board of Warp 9, Inc. from December 2008 to January 2013. From June 2010 to April 2012, Mr. Beifuss was the President of Warp 9. He served as the interim Chief Financial Officer of Warp 9, Inc. from June 2011 to April 2012. From April 1992 to January 2006, Mr. Beifuss was Chief Executive Officer of Coeur D'Alene French Baking Company. He served as a unit committee chairman of Boy Scouts of America.

~~Mr. Beifuss’ experience in senior executive roles qualifies~~qualify him to serve on the Board of Directors.

~~Gerard F. Hug~~ – Director and Chief Executive Officer. Mr. Hug was appointed as a director and Chief Executive Officer of the Company effective July 1, 2017. Mr. Hug served as the Chief Executive Officer of SITO Mobile, Ltd. (“SITO”) from November 2014 to February 2017, where he architected and executed the transformation of the company from an SMS aggregator to a Location-Based Mobile Advertising company. Mr. Hug joined SITO in 2011 as its director of corporate development, was then promoted to executive vice president in March 2013, and was then promoted to interim chief executive officer in August 2014. Between 2007 and 2010, Mr. Hug was the co-founder and president of Waveyard Development LLC, a water-sports resort destination development company. From 2003 to June 2006, Mr. Hug served as the executive vice president and chief strategy officer of Wireless Retail Inc., a $400 million wireless services company that was among the first U.S. businesses to use the store-in-store business model to sell mobile phones for wireless carriers through large nationwide retailers. Mr. Hug was the interim chief financial officer for Wireless Retail Inc. leading up to its sale to Radio Shack Corporation. From 2002 to 2004, Mr. Hug was the managing partner of Redwood Partners, an early-stage merchant bank and advisory firm that focused on providing early-stage capital and executive management to technology, media and telecommunications businesses.

~~Mr. Hug’s extensive experience in the mobile communications and data collection and analytics industry qualifies him to serve on the Company’s Board of Directors.~~

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have ~~recently~~ determined that it is in the best interests of the Company and its shareholders to separate these roles.

Our Board of Directors focuses on the most significant risks facing our ~~company~~Company and our ~~company’s~~Company’s general risk management strategy, and also ensure that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our ~~company’s~~Company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our ~~company~~Company and that our Board leadership structure supports this approach.

Under the Nevada Revised Statutes and our Articles of Incorporation, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his “duty of care.” This provision does not apply to the directors’ (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or our shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or our shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or our shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or our shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

The effect of this provision in our Articles of Incorporation is to eliminate the rights of Digital Locations and our stockholders (through stockholder’s derivative suits on behalf of Digital Locations) to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of Digital Locations or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. In addition, our Articles of Incorporation provide that if Nevada law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. The Nevada Revised Statutes grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions will not alter the liability of the directors under federal securities laws.

We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Digital Locations, arising out of such person’s services as a director or officer of Digital Locations, any subsidiary of Digital Locations or any other company or enterprise to which the person provides services at the request of Digital Locations. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling Digital Locations pursuant to the foregoing provisions, Digital Locations has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

·	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

convicted in a criminal proceeding or is subject to a pending criminal proceeding ~~or is subject to a pending criminal proceeding~~ (excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

~~found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state~~ securities or commodities ~~law;~~law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

the subject of, or a party to, any ~~Federal~~sanction or ~~State judicial or administrative~~ order, ~~judgment, decree, or finding,~~ not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,~~ of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section ~~3(a)(26)~~1(a)(29) of the Commodity Exchange Act ~~(15~~(7 U.S.C. ~~78c(a)(26)~~1(a)(29))), or any ~~registered~~equivalent exchange, association, entity ~~(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),~~ or ~~any equivalent exchange, association, entity~~organization that has disciplinary authority over its members or ~~organization that has disciplinary authority over its members or~~ persons associated with a member.

~~Board Committees~~Director Independence. The board of directors has analyzed the independence of each director and has concluded that Byron Elton is considered an independent director in accordance with the director independence standards of the Financial Industry Regulatory Authority (“FINRA”) the NYSE Amex Equities and The Nasdaq Capital Market.

Audit Committee. Our Board of Directors has appointed an audit committee. During our fiscal year ended December 31, ~~2017,~~2022, our audit committee iswas comprised of Byron ~~Elton.~~Elton, who also serves as our audit committee financial expert. Mr. Elton ~~does not qualify~~qualifies as independent as defined in Rule 4200 of the listing standards of The Nasdaq Capital Market. Our audit committee is authorized to:

	·	appoint, compensate, and oversee the work of any registered public accounting firm employed by us;


·	·	resolve any disagreements between management and the auditor regarding financial reporting;


·	·	pre-approve all auditing and non-audit services;


·	·	retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation;


·	·	meet with our officers, external auditors, or outside counsel, as necessary; and


·	·	oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy.

The audit committee held four meetings during fiscal year ended December 31, ~~2017.~~2022.

Compensation Committee. ~~Our~~ We currently do not have a compensation committee, ~~is comprised of Byron Elton.~~so all decisions with respect to management compensation are made by the whole Board. Our ~~compensation committee is authorized to:~~Board:

	·	~~discharge the responsibilities of the Board of Directors relating to~~determines compensation of ~~the~~ our directors, executive officers and key employees;


·	·	~~assist the Board of Directors in establishing~~establishes appropriate incentive compensation and equity-based plans and to administer such plans;


·	·	~~oversee the annual process of evaluation of~~evaluates the performance of our management; and


·	·	~~perform~~performs such other duties and responsibilities ~~as enumerated in and consistent with compensation committee’s charter.~~ pertaining to compensation.

Nominating Committee. Our nominating committee is comprised of Byron Elton. Our nominating committee is authorized to:

	·	assist the Board of Directors by identifying qualified candidates for director nominees, and to recommend to the Board of Directors the director nominees for the next annual meeting of shareholders;

	·	lead the Board of Directors in its annual review of its performance;

	·
	·	recommend to the Board director nominees for each committee of the Board of Directors; and


·	·	develop and recommend to the Board of Directors corporate governance guidelines applicable to us.

No executive officer, director or any member of these individuals' immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

We have adopted a Code of Ethics that applies to all of our directors, officers and employees. The text of the Code of Ethics can be accessed on Digital Location’s Internet website at www.digitallocations.com. A copy of the Code of Ethics has also been filed as an exhibit to our ~~Annual Report~~annual report for the year ending December 31, 2007, filed with the SEC on March 26, 2008, and incorporated herein by reference. Any waiver of the provisions of the Code of Ethics for executive officers and directors may be made only by the Audit Committee and, in the case of a waiver for members of the Audit Committee, by the Board of Directors. Any such waivers will be promptly disclosed to our shareholders.

Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who own more than 10% of the Company's stock (collectively, "Reporting Persons") to file with the SEC initial reports of ownership and changes in ownership of the Company's common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To the Company's knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2017 all Reporting Persons timely complied with all applicable filing requirements.

The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named Executive Officers”), and executive officers that we may hire in the future. As more fully described below, our Board of Directors makes all decisions for the total direct compensation of our executive officers, including the Named Executive Officers. We do not have a compensation committee, so all decisions with respect to management compensation are made by the whole Board.

Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance in the future, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance, and each executive’s total compensation package. We strive to accomplish these objectives by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive compensation.

While we have only hired three executives since inception because our business has not grown sufficiently to justify additional hires, we expect to grow and hire in the future. To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. In the future, as we and our management team expand, our Board of Directors expects to add independent members, form a compensation committee comprised of independent directors, and apply the compensation philosophy and policies described in this section of the Form 10-K.

The primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals when we do hire, who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of the Board of Directors. The following is a brief description of the key elements of our planned executive compensation structure.

	·	Base salary and benefits are designed to attract and retain employees over time.
	·
	·	Incentive compensation awards are designed to focus employees on the business objectives for a particular year.
	·
	·	Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements.
	·
	·	Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers.

We have not yet adopted benchmarking but may do so in the future. When making compensation decisions, our Board of Directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded and privately-held companies. Our Board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive officer’s compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established our peer group for this purpose.

Executive officer base salaries are based on job responsibilities and individual contribution. The Board reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. ~~None of our Named Executive Officers have employment agreements with us.~~ Additional factors reviewed by the Board of Directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance. For the year ended December 31, ~~2017,~~2022, all executive officer base salary decisions were approved by the Board of Directors.

Our Board of Directors determines base salaries for the Named Executive Officers at the beginning of each fiscal year, and the Board proposes new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions. We do not have a 401(k) Plan, but if we adopt one in the future, base salary would be the only element of compensation that would be used in determining the amount of contributions permitted under the 401(k) Plan.

The Named ~~Executives~~Executive Officers have not been paid bonuses and our Board of Directors has not yet established a formal compensation policy for the determination of bonuses. If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our Named Executive Officers and other officers of Digital Locations: (1) the growth in our revenue, (2) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”), and (3) our stock price. The Board has not adopted specific performance goals and target bonus amounts for any of our fiscal years, but may do so in the future.

In November 2011, our Board adopted a stock option plan (the “2011 Plan”) under which 2,000,000 shares of common stock have been reserved for issuance. No stock option awards have yet been made to any of our Named Executives or other officers or employees of Digital Locations under the 2011 Plan. Our Board ~~has~~ granted a total of ~~1,400,000~~6,223 stock options, on a post Stock-Split basis, to ~~our current President~~officers and ~~a former Chief Executive Officer~~directors outside of our 2011 Plan. The 6,223 stock options expired unexercised in September 2020.

On October 19, 2020, our Board granted non-qualified stock options outside of the 2011 Plan to purchase 5,000,000 shares of our common stock to our current Chief Executive Officer. These non-qualified stock options vest 1/24^th per month over 24 months and are exercisable on a cash or cashless basis at $0.0108 per share for a period of five years from the date of issuance.

On December 22, 2020, our Board granted non-qualified stock options outside of the 2011 Plan to purchase 25,000,000 shares of our common stock to our current President, 5,000,000 shares of our common stock to a member of our Board of Directors, and a total of 175,000,000 shares of our common stock to two consultants. These non-qualified stock options vest 1/36th per month over 36 months and are exercisable on a cash or cashless basis at $0.017 per share for a period of five years from the date of issuance.

On January 28, 2021, our Board granted non-qualified stock options outside of the 2011 Plan to purchase a total of 20,000,000 shares of our common stock to two employees. These non-qualified stock options vest 1/36th per month over 36 months and are exercisable on a cash or cashless basis at $0.05 per share for a period of five years from the date of issuance.

On December 1, 2021, our Board granted non-qualified stock options outside of the 2011 Plan to purchase a total of 504,000,000 shares of our common stock to our Chief Executive Officer. These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter, and are exercisable on a cash or cashless basis at $0.0074 per share for a period of ten years from the date of issuance.

On February 8, 2022, our Board granted non-qualified stock options outside of the 2011 Plan to purchase a total of 45,000,000 shares of our common stock to a consultant. These non-qualified stock options vest 1/36th per month over 36 months and are exercisable on a cash or cashless basis at $0.0081 per share for a period of ten years from the date of issuance.

On February 8, 2022, our Board granted non-qualified stock options outside of the 2011 Plan to purchase a total of 75,000,000 shares of our common stock to our President and Chairman of our Board of Directors. These non-qualified stock options vest 1/36th per month over 36 months and are exercisable on a cash or cashless basis at $0.0081 per share for a period of ten years from the date of issuance.

These equity incentive awards, we believe, motivate our officers, consultants and employees to work to improve our business and stock price performance, thereby further linking the interests of our senior management and our stockholders. The Board considers several factors in determining whether awards are granted to an executive officer, including those previously described, as well as the executive’s position, his or her performance and responsibilities, and the ~~amount~~number of options or other awards, if any, currently held by the officer and their vesting schedule. Our policy prohibits backdating options or granting them retroactively.

At this stage of our business, we have limited benefits and no prerequisites for our employees other than health insurance and vacation benefits that are generally comparable to those offered by other small private and public companies or as may be required by applicable state employment laws. We do not have a 401(k) Plan or any other retirement plan for our Named Executive Officers. We may adopt these plans and confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.

We have employment agreements with our Named Executive Officers as more fully described below. None of our Named Executive Officers are eligible for specific benefits or payments if their employment or engagement terminates in a separation or if there is a change of control.

The following table sets forth the annual compensation paid or accrued by us for the years ended December 31, ~~2017~~2022 and ~~2016 to~~2021 for services rendered in all capacities by our Chief Executive Officer, our President, and our two most highly compensated ~~officers other than the Chief Executive Officer at December 31, 2017~~consultants whose total compensation exceeded $100,000, which we refer to as our “Named Executive Officers.”

Name and
Principal Position

Year

Salary ($)

Bonus
($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($) (1)

Total ($)

Gerard F. Hug – Chief Executive Officer ⁽²⁾

2017

120,000

-

-

-

-

-

-

120,000

William E. Beifuss, Jr. - President, Acting Chief Financial Officer, Secretary, and Former Chief

2017

-

-

-

-

-

-

120,000

120,000

Executive Officer ⁽³⁾

2016

-

-

-

-

-

-

70,000

70,000

Christopher S. Kelly Jr. - Former Chief

2017

73,333

-

-

-

-

-

5,894

79,227

Executive Officer ⁽⁴⁾

2016

180,090

-

-

-

-

-

12,627

192,717

(1)	Other compensation ~~for Mr. Kelly consists of medical insurance premiums paid by the Company. Other compensation for Mr. Beifuss~~ consists of consulting fees ~~paid.~~paid pursuant to Independent Contractor Agreements. As of December 31, 2022, unpaid consulting fees payable were $10,000 to Mr. Beifuss.

(2)	Effective December 1, 2021, Mr. ~~Hug~~Berliner was appointed to serve as Chief Executive Officer ~~effective July 1, 2017.~~of the Company. Previously, Mr. Berliner served as a consultant to the Company.

(3)	~~Mr.~~On December 1, 2021, William E. Beifuss ~~was appointed President, Chief Executive Officer, and acting Chief Financial Officer of the Company effective May 10, 2013 and served~~resigned from his position as ~~interim~~ Chief Executive Officer of the Company, ~~from~~a position he held since September 30, 2019. Mr. Beifuss serves as the Company’s President, Acting Chief Financial Officer and Secretary, positions he has held since May ~~1, 2017 to July 1, 2017. He resigned as our Chief Executive Officer on March 7, 2016.~~10, 2013.

(4)	~~Mr. Kelly resigned as Chief Executive Officer~~Consulting fees to Andrew Van Noy, dba Real Transition Capital, were comprised of $110,000 paid in cash and ~~a director~~$233,000 paid in shares of the ~~Company on April 30, 2017.~~Company’s common stock in the year ended December 31, 2021. Payments were made pursuant to an Independent Contractor/Advisory Agreement effective July 6, 2020, which was terminated in the year ended December 31, 2021.
(5)	Consulting fees to Gerard Hug were comprised of $20,000 and $60,000 paid in shares of the Company’s common stock in the years ended December 31, 2022 and 2021, respectively. Payments were made pursuant to an Independent Contractor/Advisory Agreement effective July 6, 2020, which was terminated in the year ended December 31, 2022.
(6)	Option rewards are comprised of the fair value of non-qualified stock options as of the grant date in accordance with FASB ASC Topic 718.

~~Commencing on July~~We have an Independent Contractor Agreement dated December 1, ~~2017, Mr. Hug is serving as the~~2021 with Rich Berliner, our Chief Executive Officer, for the payment of monthly compensation of $20,000 starting in December 2021. The agreement also included the grant of 504,000,000 shares of the ~~Company on~~Company’s common stock as described in an ~~"at-will," full-time basis. Mr. Hug's base salary is $20,000 per month, equivalent to~~Option Agreement dated December 1, 2021. The agreement has an ~~annual salary~~initial term of ~~$240,000. He is entitled to participate~~6 months beginning in ~~all benefits that~~December 2021 and automatically renewed for a further 6-month period, which will roll over every 6 months thereafter unless terminated by either party in accordance with the ~~Company has or will implement, including covering all~~terms of ~~Mr. Kelly's health insurance premiums. Mr. Hug executed~~ the ~~Company's standard Employment Confidentiality and Inventions Agreement.~~agreement.

We have a consulting agreement dated May 31, 2013 with William E. Beifuss, Jr., our ~~former Chief Executive Officer, and current~~ President and Acting Chief Financial Officer, for the payment of monthly compensation of $5,000 ~~per month~~ beginning in June 2013. The agreement was amended, effective November 1, 2016, to increase the monthly compensation to $10,000. The agreement may be cancelled by either party with 30 days’ notice.

Commencing on March 7, 2016 and terminating April 30, 2017, Mr. Kelly served as the Chief Executive Officer of the Company on an "at-will," full-time basis. Mr. Kelly's base salary was $18,333.33 per month, equivalent to an annual salary of $220,000. He was entitled to participate in all benefits that the Company has or will implement, including covering all of Mr. Kelly's health insurance premiums. Mr. Kelly executed the Company's standard Employment Confidentiality and Inventions Agreement.

~~We did not grant any equity awards to our Named Executive Officers in fiscal year 2017.~~

The following table sets forth information with respect to grants of ~~options to purchase our common stock~~equity to our Named Executive Officers atduring the year ended December 31, ~~2017.~~2022.

Name

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price

Option Expiration Date

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary, and Former Chief Executive Officer (1)

1,200,000

-

-

$ 0.06

9/23/2020

Byron Elton, Former Chief Executive Officer, Former President, Former Acting Chief Financial Officer and Former Secretary (2)

200,000

-

-

$ 0.06

9/23/2020

(1)

On ~~September 23, 2013,~~February 8, 2022, Mr. Beifuss was granted ~~nonqualified~~non-qualified stock options to purchase ~~1,200,000~~75,000,000 shares of our common stock at an exercise price of ~~$0.06~~$0.0081 per share exercisable on a cash or cashless basis until ~~September 23, 2020~~February 8, 2032 in consideration for his services to us. These options vest ratably over 36 months for as long as Mr. Berliner is an employee or consultant of the Company.

The following table sets forth information with respect to outstanding equity awards held by our Named Executive Officers as of December 31, 2022.

None of our executive officers exercised any stock options or acquired stock through vesting of an equity award during the fiscal year ended December 31, ~~2017.~~2022.

Non-employee directors may receive compensation for their services, including the grant of stock options, and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

~~No director compensation was paid to our non-employee directors during~~During the fiscal year ended December 31, ~~2017. Our employee directors currently do not receive cash~~2022, we paid no compensation ~~for their service on the Board of Directors.~~

On November 2, 2011, our Board of Directors adopted the 2011 Equity Incentive Plan, or the 2011 Plan. Under the 2011 Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986,as amended, or the Code, or which are not intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded. There are 2,000,000 shares of common stock reserved for issuance under the 2011 Plan. A summary of the terms and provisions of the 2011 Plan are described below.

The primary purpose of the 2011 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us. Under the 2011 Plan, options may be granted to employees, officers, directors or consultants of ours. The term of each option granted under the 2011 Plan will be contained in a stock option agreement between the optionee and us and such terms shall be determined by a committee of the Board of Directors consistent with the provisions of the 2011 Plan, including the following:

The Board of Directors may, insofar as permitted by law, from time to time, suspend or terminate the 2011 Plan or revise or amend it in any respect whatsoever, except that without the approval of our stockholders, no such revision or amendment will (i) increase the number of shares subject to the 2011 Plan, (ii) reduce the exercise price of outstanding options or effect repricing through cancellations and re-grants of new options, (iii) materially increase the benefits to participants, (iv) materially change the class of persons eligible to receive grants under the 2011 Plan; (v) decrease the exercise price of any grant to below 100% of the fair market value on the date of grant; or (vi) extend the term of any options beyond that provided in the 2011 Plan; provided, however, no such action will alter or impair the rights and obligations under any option, or stock award, or restricted stock purchase offer outstanding as of the date thereof without the written consent of the participant thereunder. As of the date of this report, ~~100,000~~no stock options are currently outstanding under our 2011 Plan.

The following table sets forth, as of March ~~27, 2018,~~20, 2023, the number of and percent of our common stock beneficially owned by:

	·	each of our directors;

	·	each of our named executive officers;

	·	each holder of 5% or more of our common stock;

Unless otherwise specified, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The address for our executive officers and directors is the same as our address.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days of March ~~27, 2018~~20, 2023 upon the exercise of options, warrants, or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants, or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March ~~27, 2018~~20, 2023 have been exercised and converted. The address for each of the below is c/o Digital Locations, Inc., 3700 State Street, Suite 350, Santa Barbara, California 93105.

Common Stock

Name of Beneficial Owner

Number of
Shares Owned

Percent Owned (1)

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary and Director (2)

1,295,538

3.24 %

Byron Elton, Chairman (3)

262,500

*

Gerard F. Hug, Chief Executive Officer and Director

-

-

All Executive Officers and Directors as a Group (3 persons)

1,558,038

3.88 %

(2)	Includes ~~1,200,000~~257,000,000 shares subject to non-qualified stock options that are currently exercisable or exercisable within 60 days of March ~~27, 2018.~~20, 2023.

(3)	Includes ~~200,000~~54,166,661 shares subject to non-qualified stock options that are currently exercisable or exercisable within 60 days of March ~~27, 2018.~~20, 2023.

Includes 4,166,667 shares subject to non-qualified stock options that are currently exercisable or exercisable within 60 days of March 20, 2023.

~~Certain Relationships~~Other than as set forth below and ~~Related Transactions~~

On June 4, 2013, Daniel Nethercott, a former director who resigned effective January 3, 2015, was issued a convertible promissory note in the amount of $25,000 in exchange for services. The original maturity date of the note was June 4, 2016compensation arrangements, including employment, and the note bore interest at a rate of 5% per annum. Mr. Nethercott had the right, at his election, to convert all or part of the outstanding and unpaid principal and accrued interest into shares of our common stock. The conversion price was the lesser of $0.035 per share or the closing price per share of our common stock on the trading day immediately preceding the date of conversion. We extended the maturity date of the note by entering into an agreement to repay the note with 12 equal monthly payments of principal and interest of $2,352 beginning in June 2016. The note was paid in full as of December 31, 2017.

On September 4, 2017, the Board of Directors of the Company authorized (a) the execution and recording with the Nevada Secretary of State of a Certificate of Designation (the “Series A Certificate”) for its newly designated Series A Preferred Stock, authorizing up to 1,000 shares of it, and (b) the issuance of 1,000 shares of Series A Preferred Stock to the Company’s President and Director, William E. Beifuss, Jr., which shares were issued and outstanding at December 31, 2017. The shares of Series A Preferred Stock have a par value of $0.001 per share. The shares of Series A Preferred Stock do not have a dividend right or rate, or liquidation preference, and are not convertible into shares of common stock.

For so long as any shares of the Series A Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right, on or after September 7, 2017, to vote in an amount equal to 51% of the total vote (representing a super majority voting power) with respect to any proposal relating to (a) any amendment to the Company’s Articles of Incorporation changing the name of the Company, (b) increasing the authorized share capital of the Company, and (c) effecting any reverse stock split of the Company’s issued and outstanding shares of capital stock. Such vote shall be determined by the holder(s) of a majority of the then issued and outstanding shares of Series A Preferred Stock.

The 1,000 shares of the Series A Preferred Stock issued to Mr. Beifuss were automatically redeemed by the Company at their par value in January 2018, 120 days after the effective date of the Series A Certificate.

On October 12, 2017, Unleashed Future Holdings, LLC, a limited liability company owned by a retirement account of which Mr. Gerard Hug, the chief executive officer and a director of the Company, is a beneficiary, purchased an option for $7,000 to buy up to 7,000 shares of Series B Preferred Stock (the “Shares”) from the current holder of the Series B Preferred Stock (the “Option”). The exercise price of the Option is $100 per Share for a total exercise price of $700,000. The Option may be exercised on a cash or a cashless basis. Each Share is convertible into shares of the Company’s common stock in accordance with the terms and conditions of the Certificate of Designations of Series B Preferred Stock. Unleashed Future Holdings, LLC is eligible to exercise all or part of the Option after the Company’s consolidated gross revenue, calculated in accordance with generally accepted accounting principles, consistently applied, equals or exceeds $2,000,000, on an annualized basis, as reported in the Company’s quarterly or annual financial statements.

~~During the past three fiscal years,~~indemnification arrangements, discussed, there have been no transactions ~~other than those described above, and there are no currently proposed transactions~~since January 1, 2021, in which the ~~Company is a participant~~amount involved in ~~which any related person has~~the transaction exceeded or will ~~have a direct or indirect material interest which exceeds~~exceed the lesser of $120,000 or one percent of the ~~Company’s~~average of our total assets as at the year-end for the last two completed fiscal ~~years.~~years, and to which any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months, subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. After one year of service, Mr. Berliner will be eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $240,000 and $20,000 for the years ended December 31, 2022 and 2021, respectively. Fees payable to Mr. Berliner of $20,000 were included in accounts payable – related party as of December 31, 2021.

Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000) shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the Company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable.

On December 1, 2021, William E. Beifuss, Jr. resigned from his position as Chief Executive Officer of the Company. Mr. Beifuss will continue to serve as the Company’s President, Acting Chief Financial Officer and Secretary. Pursuant to a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, Mr. Beifuss is to receive fees of $10,000 per month.The Company accrued compensation expense to Mr. Beifuss of $120,000 for each of the years ended December 31, 2022 and 2021. Fees payable to Mr. Beifuss of $10,000 and $20,000 are included in accounts payable – related party as of December 31, 2022 and 2021, respectively.

On December 22, 2020, the Company issued non-qualified stock options to purchase up to a total of 205,000,000 shares of our common stock to four officers, directors, and consultants of the Company. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of five years from the date of grant at an exercise price of $0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, Chairman of the Board of Directors, received 5,000,000.

On February 8, 2022, the Company issued to Mr. Beifuss non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock. The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $0.0081 per share.

We currently have noone independent ~~directors~~director, Byron Elton, as that term is defined by the listing standards of The Nasdaq Capital Market.

The aggregate fees billable to us by ~~Liggett & Webb P.A.~~M&K CPAS, PLLC in the years ended December 31, ~~2017~~2022 and ~~2016~~2021 for the audit and reviews of our ~~2017 and 2016~~ financial statements ~~total~~totaled approximately ~~$42,000~~$36,850 and ~~$42,000,~~$36,175, respectively.

We incurred no audit-related fees during the years ended December 31, ~~2017~~2022 and ~~2016~~2021 to ~~Liggett & Webb, P.A.~~M&K CPAS, PLLC.

We incurred fees ~~of $1,750 and $1,750~~ to ~~Liggett & Webb, P. A.~~M&K CPAS, PLLC. for tax compliance services of $1,800 and $1,825 for the years ended December 31, ~~2017~~2022 and ~~2016,~~2021, respectively.

There were no fees billed to us by ~~Liggett & Webb, P.A.~~to M&K CPAS, PLLC for services other than the services described above under “Audit Fees,” “Audit-Related Fees” ~~and “Tax Fees”~~ during the years ended December 31, ~~2017~~2022 and ~~2016.~~2021.

Pre-Approval Policies and Procedures of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The audit committee’s policy is to pre-approve, typically at the beginning of our fiscal year, all audit and non-audit services, other than de minimis non-audit services, to be provided by an independent registered public accounting firm. These services may include, among others, audit services, audit-related services, tax services and other services and such services are generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the full Board of Directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. As part of the Board’s review, the Board will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management. At audit committee meetings throughout the year, the auditor and management may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning of the year.

The audit committee has considered the provision of non-audit services provided by our independent registered public accounting firm to be compatible with maintaining their independence. The audit committee will continue to approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

As of the date of this filing, our current policy is to not engage ~~Liggett & Webb P.A.~~M&K CPAS, PLLC to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage ~~Liggett & Webb P.A.~~M&K CPAS, PLLC to provide audit ~~tax compliance,~~ and other assurance services, such as review of SEC reports or filings.

~~_____________~~

*	~~Filed herewith~~
**	~~Management incentive plan~~
~~***~~ EX-104	~~Management contract~~	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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

	Digital Locations, Inc.

Date: March ~~30, 2018~~ 20, 2023	By:	/s/ ~~Gerard F. Hug~~Rich Berliner
		~~Gerard F. Hug~~ Rich Berliner
		CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

SIGNATURE	~~TITLE~~	~~DATE~~

~~/s/ Gerard F. Hug~~	~~DIRECTOR AND CHIEF EXECUTIVE OFFICER~~TITLE	~~March 30, 2018~~
~~Gerard F. Hug~~	~~(PRINCIPAL EXECEUTIVE OFFICER)~~	DATE

/s/ William E. Beifuss, Jr.	~~DIRECTOR,~~CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT, ~~AND ACTING~~	March ~~30, 2018~~20, 2023
William E. Beifuss, Jr.	ACTING CHIEF FINANCIAL OFFICER, SECRETARY, (PRINCIPAL FINANCIAL OFFICER)

/s/ Byron Elton	~~CHAIRMAN OF THE BOARD OF DIRECTORS~~DIRECTOR	March ~~30, 2018~~20, 2023
Byron Elton

We have audited the accompanying consolidated balance sheets of Digital Locations, Inc. (the ~~"Company")~~Company) as of December 31, ~~2017~~2022 and ~~2016,~~2021, and the related consolidated statements of operations, ~~shareholders’~~stockholders’ deficit, and cash flows for the ~~years~~two-year period then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2022 and ~~2016,~~2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company ~~does not generate revenue~~has suffered net losses from operations and has ~~negative cash flows from operations. This~~a net capital deficiency, which raises substantial doubt about ~~the Company’s~~its ability to continue as a going concern. Management’s plans ~~in regard to these~~regarding those matters are ~~also described~~discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on the ~~Company's~~Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the ~~PCAOB.~~PCAOB .

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial ~~reporting in accordance with the standards of the PCAOB.~~reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. Accordingly, we express no such ~~opinion in accordance with the standards of the PCAOB.~~opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe ~~that~~ our audits provide a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Company uses management estimates on various inputs to the calculation. Auditing a specialist’s calculation of the value of derivatives can be a significant judgment given the fact that the Company uses the specialists estimates on various inputs to the calculation. As discussed in Note 9 to the financial statements, the company has a derivative liability due to a tainted equity environment.

To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the derivative liability. To evaluate the appropriateness of the estimates used by the derivative specialist, we examined and evaluated the inputs the specialist used in calculating the value of the derivatives.

DIGITAL LOCATIONS, INC. AND SUBSIDIARY								DIGITAL LOCATIONS, INC. AND SUBSIDIARY
Consolidated Balance Sheets								Consolidated Balance Sheets
		December 31,							December 31,			December 31,
		2017			2016				2022			2021
ASSETS	ASSETS

Current assets:
Cash		$	23,461		$	39,934			$	31,113		$	68,366
Prepaid expenses			1,998			1,905
Total current assets			25,459			41,839				31,113			68,366

Property and equipment, net			2,464			1,194
Other assets:
Deposits										500			-
Intangible assets, net										6,000			8,000

Total assets		$	27,923		$	43,033			$	37,613		$	76,366

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES, MEZZANINE AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	112,768		$	108,381			$	113,187		$	127,067
Accounts payable – related party										10,000			30,000
Accrued expenses and other current liabilities			2,011			5,846				3,729			4,275
Accrued interest, notes payable			155,070			50,964				53,212			57,958
Derivative liabilities			8,072,904			6,690,697				1,233,679			5,925,214
Convertible notes payable			29,500			39,917
Convertible notes payable, net of discount of $423,219 and $358,981, respectively			1,117,380			361,619

Convertible notes payable, in default										29,500			69,895
Convertible notes payable – related parties ($25,980 in default)										58,600			58,600
Convertible notes payable, net of discount of $22,834 and $155,991, at December 31, 2022 and 2021, respectively										15,916			62,759
Total current liabilities			9,489,633			7,257,424				1,517,823			6,335,768

Commitments and contingencies
Long-term liabilities – convertible notes payable, net of discount of $600,767 and $800,657, at December 31, 2022 and 2021, respectively										399,233			199,343

Total liabilities										1,917,056			6,535,111

Mezzanine:
Preferred stock, $0.001 par value; stated value $100; 20,000,000 shares authorized:
Series B, 14,241 and 14,462 shares issued and outstanding at December 31, 2022 and 2021, respectively										1,424,100			1,446,200
Series E, 40,600 and 35,400 shares issued and outstanding at December 31, 2022 and 2021, respectively										4,060,000			3,540,000

Stockholders’ deficit:
Preferred stock, $0.001 par value; 20,000,000 shares authorized:
Series A, 1,000 and 0 shares issued and outstanding, respectively			1			-
Series B, 16,155 shares issued and outstanding			16			16
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 38,776,436 and 35,178,624 shares issued and outstanding, respectively			38,776			35,179
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 604,150,321 and 276,383,093 shares issued and outstanding at December 31, 2022 and 2021, respectively										604,150			276,383
Additional paid-in capital			20,537,950			20,400,413				42,196,857			39,412,236
Accumulated deficit			(30,038,453	)		(27,649,999	)			(50,164,550	)		(51,133,564	)

Total stockholders’ deficit			(9,461,710	)		(7,214,391	)			(7,363,543	)		(11,444,945	)

Total liabilities and stockholders’ deficit		$	27,923		$	43,033
Total liabilities, mezzanine and stockholders’ deficit									$	37,613		$	76,366

Digital Locations, Inc. (the “Company”) was incorporated in the State of Nevada on August 25, 2006 as Zingerang, Inc. On April 2, 2007, the Company changed its name to Carbon Sciences, Inc. and on September 14, 2017, the Company changed its name to Digital Locations, Inc.

~~Overview~~As further discussed in Note 3, on January 7, 2021, the Company, SmallCellSite.com LLC, a Virginia limited liability company (“SCS LLC”) and SmallCellSite, Inc., a newly formed Nevada corporation and wholly owned subsidiary of ~~Business~~the Company (“SCS”) entered into an asset purchase agreement (“APA”) to acquire SCS LLC’s wireless communications marketing and database services business. SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators.

In June 2014, the Company entered into its first Sponsored Research Agreement (“SRA #1”) with the University of California at Santa Barbara (“UCSB”) to develop a low-cost method to produce graphene. SRA #1 expired on June 30, 2015. In December 2015, the Company entered into a second Sponsored Research Agreement (“SRA #2”) with UCSB to develop a new graphene-based optical modulator, a critical fiber optics component for enabling ultrafast fiber optics communication in data centers for Cloud computing. SRA #2 expired on June 30, 2016. In March 2017, the Company entered into a third Sponsored Research Agreement (“SRA #3”) with UCSB to continue the development of a new graphene-based optical modulator. SRA #3 concluded on September 30, 2017.

On October 30, 2017, the Company provided UCSB with notice to exercise its right to negotiate a license for use of any invention subject to SAR #3. The Company has 90 days from the date of its notice to conclude a license agreement with UCSB. If the Company successfully concludes a license agreement with UCSB, then it must diligently proceed with the commercial development and early marketing of the invention.

~~The Company’s current business focus is a growth-by-acquisition strategy to extend its presence in the information technology (“IT”) market.~~

The accompanying financial statements ~~have been~~are prepared onusing accounting principles generally accepted in the United States of America applicable to a going concern, ~~basis of accounting,~~ which ~~contemplates continuity of operations,~~contemplate the realization of assets and liquidation of liabilities ~~and commitments~~ in the normal course of business. As of December 31, 2022, our current liabilities exceeded our current and total assets by $1,497,443 and we had an accumulated deficit of $50,164,550. The ~~accompanying financial statements do~~Company currently does not ~~reflect any adjustments~~have the cash resources to meet its operating commitments for the next twelve months and expects to have ongoing requirements for capital investment or debt to implement its business plan. These factors, among others, raise substantial doubt that ~~might result if~~ the Company ~~is unable~~will be able to continue as a going ~~concern. The Company does not generate any revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as~~concern for a ~~going concern.~~ reasonable period of time.

The ability of the Company to continue as a going concern is dependent upon, among other things, raising additional capital. ~~Since its inception through December 31, 2017, the~~The Company has obtained operating funds primarily from the issuance of ~~common stock and~~convertible debt. Management believes this funding will continue and ~~is continually seeking new investors. Management believes the existing shareholders and lenders and prospective new investors~~ will provide the additional cash needed to meet the Company’s obligations as they become ~~due, and will allow the development of its core of business.~~due. There can be no assurance, however, that wethe Company will be successful in accomplishing ~~our~~its objectives. Without such additional capital we may be required to cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

This summary of significant accounting policies is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

We will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. To date, we have had no revenues.

~~We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.~~

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment and intangible assets, impairment of assets, the deferred tax valuation allowance, the fair value of stock options and derivative liabilities. Actual results could differ from those estimates.

~~Property~~Certain amounts in the condensed consolidated financial statements for the prior year periods have been reclassified to conform to the presentation for the current year periods.

The accompanying consolidated financial statements include the accounts of the Company and, ~~equipment~~effective January 7, 2021, the accounts of SCS, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.

For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. The Company places its cash and cash equivalents with large commercial banks. The Federal Deposit Insurance Corporation (“FDIC”) insures these balances, up to $250,000. All of the Company’s cash balances at December 31, 2022 and 2021 were insured. As of December 31, 2022 and 2021, there were no cash equivalents.

The identifiable intangible assets acquired in the APA are ~~stated at cost, and are depreciated~~amortized using the ~~straight line~~straight-line method over ~~the following~~an estimated ~~useful lives:~~life of 5 years.

~~Depreciation~~The excess of the total purchase price paid over the value assigned to the identifiable intangible assets acquired in the APA has been recorded as goodwill. The goodwill is not amortized but evaluated periodically for impairment. Management of the Company determined that, as of December 31, 2021, it was more likely than not that the recorded amount of goodwill of $2,096,089 would not be recovered; therefore, an impairment of assets expense for this amount was recorded in the ~~years~~statement of operations for the year ended December 31, ~~2017 and 2016 was $675 and $617, respectively.~~2021.

We have identified the conversion features of our convertible notes payable and ~~our Series B preferred~~certain stock options as derivatives. Where the number of common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional options, convertible debt and equity are included in the value of the derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model and a multinomial lattice model based on ~~a probability weighted discounted cash flow model.~~projections of various potential future outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to ~~management’s~~management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31, ~~2017~~2022 and ~~2016,~~2022, we believe the amounts reported for cash, ~~prepaid expenses,~~ accounts payable, ~~accrued interest,~~accounts payable – related party, accrued expenses and other current liabilities, accrued interest and ~~convertible~~certain notes payable approximate fair value because of their short maturities.

We measure certain financial instruments at fair value on a recurring basis. Liabilities measured at fair value on a recurring basis are as follows atas of December 31, ~~2017~~2022 and ~~2016:~~2021:

	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
December 31, 2017:
December 31, 2022:
Derivative liabilities	$	8,072,904	$	-	$	-	$	8,072,904	$	1,233,679	$	-	$	-	$	1,233,679

Total liabilities measured at fair value	$	8,072,904	$	-	$	-	$	8,072,904	$	1,233,679	$	-	$	-	$	1,233,679

December 31, 2016:
December 31, 2021:
Derivative liabilities	$	6,690,697	$	-	$	-	$	6,690,697	$	5,925,214	$	-	$	-	$	5,925,214

Total liabilities measured at fair value	$	6,690,697	$	-	$	-	$	6,690,697	$	5,925,214	$	-	$	-	$	5,925,214

During the years ended December 31, ~~2017~~2022 and ~~2016,~~2021, the Company had the following activity in its derivative liabilities account:

We have adopted Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (Topic 606) pursuant to which revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Through its wholly owned subsidiary and effective January 7, 2021 (see Note 3), the Company acts as an intermediary or agent to facilitate a platform through which property owners market real estate, physical assets and billboards to wireless telephone carriers for placement of wireless communications network equipment. Contracts have been signed among the Company, the property owner, and the wireless telephone operator. Monthly payments are received by the Company from the wireless carriers, with the Company paying the property owner a percentage of revenues ranging from 70% to 85%. The net amount is retained by the Company as consideration for its intermediary services and recorded as revenues in the accompanying statements of operations.

Pursuant to the underlying contracts, the Company does not own the property and equipment which is leased by cell phone carriers but acts as an intermediary or agent between the property owner and the cell phone carriers. Therefore, in accordance with ASC 840 and 841, “Leases,” the Company records revenues net of amounts received from cell phone carriers and payments made to property owners.

During the years ended December 31, 2022 and 2021, the Company received payments from two cell phone carriers, with one carrier representing substantially all payments.

During the years ended December 31, 2022 and 2021, the Company had one landlord receiving all Company payments for lease of billboard site locations.

Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options ~~and warrants~~ to acquire common stock, using the treasury stock method and the average market price per share during the period, and shares issuable upon exercise of convertible notes ~~payable and convertible preferred stock.~~payable.

~~Since we had no dilutive effect of stock options, warrants, convertible notes payable and convertible preferred stock for the years ended December 31, 2017 and 2016, our basic~~Basic weighted average number of common shares outstanding is ~~the same as our~~reconciled to diluted weighted average number of common shares ~~outstanding.~~ outstanding as follows:

For the year ended December 31, ~~2017,~~2021, potential dilutive securities had an anti-dilutive effect and were not included in the ~~Company has excluded 1,408,750~~calculation of diluted net loss per common shares for exercisable options, 6,000 common shares for exercisable warrants, approximately 502,772,000 shares issuable upon conversion of convertible notes payable and approximately 367,000,000 common shares upon conversion of convertible Series B preferred stock. Forshare; therefore, basic net loss per share is the year ended December 31, 2016, the Company has excluded 1,410,000 common shares for exercisable options, 46,000 common shares for exercisable warrants, approximately 157,269,000 shares issuable upon conversion of convertible notes payable and approximately 367,000,000 common shares upon conversion of convertible Series B preferred stock.same as diluted net loss per share.

Research and development costs are expensed as incurred. ~~Total~~We incurred no research and development costs ~~were $65,009 and $65.497~~ for the years ended December 31, ~~2017~~2022 and ~~2016, respectively.~~2021.

We expense the cost of advertising and promotional materials when incurred. We incurred no material advertising costs for the years ended December 31, ~~2017~~2022 and ~~2016.~~2021.

Stock-based compensation is measured at the grant date based on the value of the award granted using either the Black-Scholes option pricing model or a multinomial lattice model based on projections of various potential future outcomes and recognized over the period in which the award ~~vests.~~vests or straight-line. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

~~Certain amounts in the prior years have been reclassified to conform to the current year presentation.~~

In July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception.” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, “Distinguishing Liabilities from Equity,” because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.

~~Although there are several other~~There were no new accounting pronouncements issued ~~or proposed~~ by the FASB ~~which~~during the year ended December 31, 2022 and through the date of filing of this report that the Company ~~has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or~~believes will have a material impact on its financial ~~position or results of operations.~~

At December 31, 2017, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares.

On August 31, 2017, the Company filed a Withdrawal of Certificate of Designation for its original Series A Preferred Stock with the Secretary of State of Nevada. On September 4, 2017, the Board of Directors of the Company authorized (a) the execution and recording with the Nevada Secretary of State of a new Certificate of Designation (the “Series A Certificate”) for its new Series A Preferred Stock, authorizing up to 1,000 shares of it, and (b) the issuance of 1,000 shares of Series A Preferred Stock to the Company’s President and Director, William E. Beifuss, Jr., which shares were issued and outstanding at December 31, 2017.

The shares of Series A Preferred Stock have a par value of $0.001 per share. The shares of Series A Preferred Stock do not have a dividend right or rate, or liquidation preference, and are not convertible into shares of common stock.

The shares of the Series A Preferred Stock shall be automatically redeemed by the Company at their par value on the first to occur of the following: (i) a date 120 days after the effective date of the Series A Certificate, (ii) on the date that Mr. Beifuss ceases, for any reason, to serve as officer, director or consultant of the Company, or (iii) on the date that the Company’s shares of common stock first trade on any national securities exchange provided that the listing rules of any such exchange prohibit preferential voting rights of a class of securities of the Company, or listing on any such national securities exchange is conditioned upon the elimination of the preferential voting rights of the Series A Preferred Stock set forth in Series A Certificate.

Additionally, the Company is prohibited from adopting any amendments to the Company’s Bylaws or Articles of Incorporation, as amended, that adversely affect the Series A Preferred Stock, effect any reclassification of the Series A Preferred Stock, or designate an additional series of preferred stock which adversely affects the Series A Preferred Stock without the affirmative vote of at least 66-2/3% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Series A Certificate that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

On March 2, 2016, the Company filed a Certificate of Designation for its Series B Preferred Stock (the “Series B Certificate”) with the Secretary of State of Nevada designating 30,000 shares of its authorized preferred stock as Series B Preferred Stock. The shares of Series B Preferred Stock have a par value of $0.001 per share.

The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of One Hundred Dollars ($100) (“Share Value”), and is convertible into shares of fully paid and non-assessable shares of common stock (“Common Stock”) of the Company.

As of December 31, 2017 and 2016, the Company had 16,155 shares of Series B Preferred Stock outstanding, with a face value of $1,615,500. These shares were issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable.

The holders of outstanding shares of the Series B Preferred Stock (the “Holders”) are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holder of each outstanding share of the Series B Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to one hundred dollars ($100) for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock.

If the assets to be distributed to the Holders of the Series B Preferred Stock are insufficient to permit the receipt by such Holders of the full preferential amounts, then all of such assets will be distributed among such Holders ratably in accordance with the number of such shares then held by each such Holder.

The sale of all or substantially all of the Company’s assets, any consolidation or merger of the Company with or into any other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Company’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company, is deemed to be a liquidation, dissolution or winding up.

The Holder has the right, at any time, at its election, to convert all or part of the Share Value into shares of Common Stock. The conversion price is the lesser of (1) Fifty Percent (50%) of the lowest trade price of Common Stock recorded on any trade day after December 12, 2012 or (2) the lowest effective price per share granted to any person or entity, including the Holder but excluding officers and directors of the Company, to acquire Common Stock, or adjusted, whether by operation of purchase price adjustment, settlement agreements, exchange agreements, reset provision, floating conversion or otherwise, any outstanding warrant, option or other right to acquire Common Stock or outstanding Common Stock equivalents (the “Conversion Price”).

The conversion formula is as follows: The number of shares receivable upon conversion equals the Share Value divided by the Conversion Price. A conversion notice (the “Conversion Notice”) may be delivered to Company by any method of Holder’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions will be cashless and not require further payment from the Holder. If no objection is delivered from the Company to the Holder, with respect to any variable or calculation reflected in the Conversion Notice, within 24 hours of delivery of the Conversion Notice, the Company will thereafter be deemed to have irrevocably confirmed and ratified such notice of conversion and waived any objection. The Company will deliver the shares of Common Stock from any conversion to the Holder (in any name directed by the Holder) within three (3) business days of Conversion Notice delivery. If the Company is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, then upon request of the Holder and provided that the shares to be issued are eligible for transfer under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), or are effectively registered under the Securities Act, the Company will cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Holder through the DTC Direct Registration System (“DRS”). If the Company is not participating in the DTC FAST program, then the Company agrees in good faith to apply and cause the approval for participation in the DTC FAST program.

The Conversion Price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. No fractional shares of the Common Stock shall be issuable upon the conversion of shares of the Series B Preferred Stock and the Company shall pay the cash equivalent of any fractional share upon such conversion.

If the Company fails to deliver shares in accordance with the required time frame, then for each conversion, a penalty of $1,500 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made. Such penalty may be converted into Common Stock at the Conversion Price or payable in cash, at the sole option of the Holder (under the Holder’s and the Company’s expectations that any penalty amounts shall tack back to the original date of the issuance of Series B Preferred Stock, consistent with applicable securities laws).

In no event will the Holder be entitled to convert any Series B Preferred Stock, such that upon conversion the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Series B Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of Common Stock issuable upon the conversion of Series B Preferred Stock, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. The limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

Except as required by law, the Holders of Series B Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting). Each Holder of outstanding shares of Series B Preferred Stock will be entitled, on the same basis as holders of Common Stock, to receive notice of such action or meeting.

So long as any shares of the Series B Preferred Stock remain outstanding, the Company will not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock voting together as one class: (a) alter or change the rights, preferences or privileges of the shares of the Series B Preferred Stock so as to affect materially and adversely such shares; or (b) create any new class of shares having preference over the Series B Preferred Stock.

The Holder has the right, at its sole discretion, to elect a fixed conversion price for the Series B Preferred Stock. The Fixed Conversion Price may not be lower than the Conversion Price. The Company will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series B Certificate, and will at all times carry out all the provisions of the Series B Certificate.

On April 20, 2016, the Company amended its articles of incorporation to reduce the number of authorized shares of common stock from 1,000,000,000 to 100,000,000 and to affect a one-for-ten reverse stock split of its authorized, issued and outstanding shares of common stock. The Company has given retroactive affect for the reverse stock split in all periods presented in the accompanying financial statements.

On April 29, 2016, our Board of Directors and the holder of a majority of the total issued and outstanding voting stock of the Company authorized and approved an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000.

During the year ended December 31, ~~2017,~~2022, the Company ~~issued a total of 3,597,812 shares of common stock at fair value~~adopted ASC 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in ~~conversion of $35,000 of convertible promissory notes, accrued interest payable of $6,552 and derivative liability of $111,225. We recognized a gain of $11,643 on conversion of the notes.~~

During the year ended December 31, 2016, the Company issued a total of 3,028,018 shares of common stock at fair value in conversion of $10,450 of convertible promissory notes, accrued interest payable of $3,176 and derivative liability of $33,756. We recognized a loss of $39,005 on conversion of the notes. The Company also increasedEntities Own Equity (Subtopic 815-40).” ASC 2020-6 reduces the number of ~~outstanding common shares by 816 shares pursuant to~~acceptable methods of accounting models for convertible debt instruments and convertible preferred stocks. The implementation of ASC 2020-6 had no material impact on the ~~reverse stock split, increasing common stock by $1 and decreasing additional paid-in capital by $1.~~Company’s consolidated financial statements.

~~As of December 31, 2017,~~On January 7, 2021, the ~~Board of Directors~~Company, SCS LLC, and SCS entered into the APA to acquire substantially all of the ~~Company had granted non-qualified stock options exercisable~~assets of SCS LLC’s wireless communications marketing and database services business in consideration for a total purchase price of ~~1,408,750 shares~~$10,000 in cash and a 5-year convertible promissory note in the amount of ~~common stock~~$1,000,000 made in favor of SCS or its assignees (the “Note”). SCS LLC is a source of more than 80,000 cell sites offered by property owners for use by wireless network operators. The business acquisition has been recorded as a purchase.

Pursuant to ~~its employees, officers, and consultants. Stock-based compensation cost is measured at~~ the ~~grant date based on~~APA, SCS LLC instructed the ~~value~~Company to assign $500,000 of principal amount of the award granted using the Black-Scholes option pricing model, and recognized over the period in which the award vests, which is generally 25 months. We recognized no stock-based compensation expense for the years endedNote to each of SCS LLC’s two members (the “Assigned Notes”).

At any time after December 31, ~~2017 and 2016. As of December 31, 2017, we had no unrecognized stock-based compensation expense.~~

~~A summary~~2021, each month, each holder of the ~~Company’s stock option awards as of December 31, 2017, and changes during~~Assigned Notes may convert the ~~two years then ended is as follows:~~

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.023 as of December 31, 2017, which would have been received by the holders of in-the-money options had the option holders exercised their options as of that date.

As of December 31, 2017 and December 31, 2016, the Company had 6,000 and 46,000 common stock purchase warrants outstanding, respectively, with an exercise price of $5.00 per share and expiring on various dates in 2017 and 2018.

~~On October 12, 2017, Unleashed Future Holdings, LLC, a limited liability company owned by a retirement account of which Mr. Gerard Hug, the chief executive officer and a director~~principal amount of the ~~Company, is~~Assigned Note into a ~~beneficiary, purchased an option for $7,000 to buy up to 7,000 shares~~number of Series B Preferred Stock (the “Shares”) from the Current Holder (the “Option”). The exercise price of the Option is $100 per Share for a total exercise price of $700,000. The Option may be exercised on a cash or a cashless basis. Each Share is convertible into shares of the Company’s common stock ~~in accordance with the terms and conditions~~not exceeding 5% of the ~~Series B Certificate. Unleashed Future Holdings, LLC is eligible to exercise all or part~~total trade volume of the ~~Option after~~Company’s common stock publicly reported for the ~~Company’s~~previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding.

Based on the report of an independent valuation firm, the notes payable were discounted to $0 and a derivative liability of $2,096,089 was calculated for the conversion feature of the notes. The total value of the consideration paid of $2,106,089, including cash paid of $10,000, has been allocated to the following assets based on the report:

During the years ended December 31, 2022 and 2021, consolidated ~~gross revenue, calculated~~revenues were comprised of revenues from SCS.

Convertible Promissory Note – $29,500 in ~~accordance with generally accepted accounting principles, consistently applied, equals or exceeds $2,000,000, on~~Default

On March 14, 2013, we entered into an ~~annualized basis, as reported~~agreement to issue a 5% convertible promissory note in the ~~Company’s quarterly~~principal amount of $29,500, which is convertible into shares of our common stock at a conversion price equal to the lesser of $1.50 per share or ~~annual financial statements.~~the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. The note, with a principal balance of $29,500 as of December 31, 2022 and 2021, matured on March 14, 2015, and is currently in default.

On December 31, 2012, we ~~entered into~~issued 5% convertible promissory notes ~~with~~to two ~~individuals~~employees in exchange for services rendered in the aggregate amount of $58,600. The notes are convertible into shares of our common stock at a conversion price equal to the lesser of $2.00 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of conversion. We recorded a total debt discount of $57,050 related to the conversion feature of the notes, which has been fully amortized to interest expense, along with a derivative liability at inception. One of the notes with a principal balance of $25,980 atas of December 31, ~~2017~~2022 and 2021 matured on December 31, 2014 and is currently in default. The maturity date of a second note with a principal balance of $32,620 atas of December 31, ~~2017~~2022 and 2021 has been extended to December 31, ~~2018.~~2023.

August 24, 2022 Convertible Promissory Note ~~– Accounts Payable of $29,500~~- $38,750

~~On March 14, 2013, we~~Effective August 24, 2022, the Company entered into a 5%12% convertible ~~promissory~~ note with an institutional investor in the principal amount of ~~$29,500, which is convertible~~$38,750 with a maturity date of August 24, 2023. The Company received net proceeds of $35,000 after payment of $3,750 in legal fees and fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of ~~our~~the Company’s common stock at a ~~conversion~~45% discount from the lowest trading price ~~equal~~during the 20 trading days prior to ~~the lesser of $1.50 per share or the closing price per share of common stock recorded on the trading day immediately preceding the date of~~ conversion. The Company may prepay the note ~~with a principal balance of $29,500 at December 31, 2017, matured two years~~during the 180 days from ~~its effective date, or March 14, 2015, and is currently in default.~~

~~On June 4, 2013, we entered into a 5% convertible promissory note with a former member of our Board of Directors in exchange for services rendered in~~ the ~~amount of $25,000. The note was convertible into shares of common stock~~issuance of the ~~Company~~note at a ~~conversion price equal to~~redemption premium of 150%. After the ~~lesser~~expiration of ~~$0.35 per share or~~180 days after issuance, the ~~closing price per share~~Company has no right of common stock recorded on the trading day immediately preceding the date of conversion. We entered into an agreement to repay this note with 12 equal monthly payments of principal and interest of $2,352 beginning in June 2016. The note was paid in full as of December 31, 2017.

On September 6, 2013, we exchanged a $5,000 promissory note for a 10% convertible promissory note in the aggregate principal amount of $5,000. The note was convertible into shares of our common stock at a price equal to a conversion price of the lesser of $0.042 per share or fifty percent (50%) of the lowest trade price recorded after the effective date.prepayment. We recorded a debt discount of ~~$2,536, which has been fully amortized~~$35,316 related to ~~interest expense,~~the conversion feature of the note, along with a derivative liability at inception. ~~In February 2017, we issued~~During the ~~lender 1,496,499 shares~~year ended December 31, 2022, amortization of ~~our common stock~~debt discount was recorded to interest expense in ~~consideration for~~ the ~~conversion~~amount of $12,482, resulting in a remaining debt discount of $22,834 as of December 31, 2022. The note had a principal balance of ~~$5,000 and accrued interest~~$38,750 as of ~~$1,734.~~December 31, 2022.

August 29, 2019 Convertible Promissory Note – ~~$1,000,000~~$25,000 in Default

~~On March 4, 2016, we~~Effective August 29, 2019, the Company entered into an agreement to issue a 10% convertible ~~promissory~~ note with an institutional investor in the ~~aggregate~~ principal amount of ~~up to $1,000,000 (the “March 2016 $1,000,000 CPN”).~~$25,000. The note matured on August 29, 2020. The Company received proceeds of $22,000 after an original issue discount of $1,500 and payment of $1,500 in legal fees. The lender, at its option, may ~~advance~~convert the ~~Company consideration for~~unpaid principal balance of, and accrued interest on, the note ~~in such amounts as the lender may choose in its sole discretion. The note is convertible~~ into shares of ~~our~~the Company’s common stock at a ~~price per share equal to the lesser of: $0.03;~~ 50% ofdiscount from the lowest ~~trade~~trading price during the 25 days prior to conversion. The Company had no right of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note initially matured, with respect to each advance, one year from the effective date of each advance. Subsequently, the lender extended the maturity date, with the note payable upon demand, but in no event later than 60 months from March 4, 2016.

~~On March 4, 2016, we received proceeds of $25,000 pursuant to the March 4, 2016 $1,000,000 CPN.~~prepayment. We recorded a debt discount of $25,000 related to the conversion feature of the note, along with a derivative liability at inception. ~~During the years ended December 31, 2017 and 2016, amortization of~~The debt discount ~~was recorded to interest expense in the amount of $4,315 and $20,685, respectively, and the debt discount was~~has been fully amortized to interest expense. As of December 31, 2021, the note had a principal balance of $395 included in convertible notes payable, in default. In ~~September~~April 2022, the Company and ~~December 2017, we issued~~ the lender entered into a ~~total of 1,632,272 shares of our common stock in consideration for~~settlement to extinguish the ~~conversion of~~ principal of ~~$25,000~~$395 and related accrued interest payable of $2,320 with a cash payment totaling $2,715.

Effective July 8, 2020, the Company entered into an agreement to issue a 10% convertible note with an institutional investor in the principal amount of $40,000. The note matured on July 8, 2021. The Company received proceeds of $35,000 after an original issue discount of $2,200 and payment of $2,800 in legal fees. The lender, at its option, may convert the unpaid principal balance of, and accrued interest ~~of $3,956, extinguishing~~on, the note ~~in full.~~

~~On March 14, 2016, we received proceeds~~into shares of ~~$27,000 pursuant~~the Company’s common stock at a 50% discount from the lowest trading price during the 25 days prior to ~~the March 4, 2016 $1,000,000 CPN.~~conversion. The Company had no right of prepayment. We recorded a debt discount of ~~$27,000~~$40,000 related to the conversion feature of the note, along with a derivative liability at inception. ~~During the years ended December 31, 2017 and 2016, amortization of~~The debt discount ~~was recorded to interest expense in the amount of $5,400 and $21,600, respectively, and the debt discount was~~has been fully amortized to interest ~~expense. In December 2017, we issued~~expense and the ~~lender 469,041 shares of our common stock in consideration for the conversion of principal of $5,000 and accrued interest of $863, resulting in~~note had a principal balance of ~~$22,000 at~~$40,000 as of December 31, ~~2017.~~2021 included in convertible notes payable, in default. Pursuant to an agreement with the lender, the Company agreed to extinguish the debt with four principal payments of $10,000, which were made in the months of February, March, April and May 2022. Accrued interest payable of $6,034 was forgiven by the lender, which amount is reported in other income in the year ended December 31, 2022.

~~On March 17, 2016, we~~July 12, 2021 Convertible Promissory Note – $43,750

Effective July 12, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of July 12, 2022. The Company received net proceeds of ~~$33,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~March 4, 2016 $1,000,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of $33,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $11,392 and $21,608, respectively, and the debt discount was fully amortized to interest expense.

On April 11, 2016, we received proceeds of $90,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $90,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $24,904 and $65,096, respectively, and the debt discount was fully amortized to interest expense.

On May 20, 2016, we received proceeds of $60,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $23,014 and $36,986, respectively, and the debt discount was fully amortized to interest expense.

On June 22, 2016, we received proceeds of $50,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $50,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $23,699 and $26,301, respectively, and the debt discount was fully amortized to interest expense.

On July 6, 2016, we received proceeds of $87,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $87,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $44,573 and $42,427, respectively, and the debt discount was fully amortized to interest expense.

On August 8, 2016, we received proceeds of $60,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $36,164 and $23,836, respectively, and the debt discount was fully amortized to interest expense.

On September 13, 2016, we received proceeds of $55,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $38,575 and $16,425, respectively, and the debt discount was fully amortized to interest expense.

On October 17, 2016, we received proceeds of $55,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $43,699 and $11,301, respectively, and the debt discount was fully amortized to interest expense.

On November 8, 2016, we received proceeds of $55,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $55,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $47,014 and $7,986, respectively, and the debt discount was fully amortized to interest expense.

On December 6, 2016, we received proceeds of $60,000 pursuant to the March 4, 2016 $1,000,000 CPN. We recorded a debt discount of $60,000 related to the conversion feature of the note, along with a derivative liability at inception. During the years ended December 31, 2017 and 2016, amortization of debt discount was recorded to interest expense in the amount of $56,233 and $3,767, respectively, and the debt discount was fully amortized to interest expense.

~~On January 10, 2017, we received proceeds of $60,000 pursuant to the March 2016 $1,000,000 CPN. We recorded a debt discount of $60,000~~$41,798 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$58,356, resulting in~~$22,101 and the debt discount has been fully amortized. The note had a ~~remaining discount~~principal balance of ~~$1,644 at~~$43,750 as of December 31, ~~2017.~~2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

~~On February 13, 2017, we~~August 31, 2021 Convertible Promissory Note – $43,750

Effective August 31, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of August 31, 2022. The Company received net proceeds of ~~$60,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~March 2016 $1,000,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$60,000~~$41,559 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$52,767, resulting in~~$27,668 and the debt discount has been fully amortized. The note had a ~~remaining discount~~principal balance of ~~$7,233 at~~$43,750 as of December 31, ~~2017.~~2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

~~On March 9, 2017, we~~Effective October 7, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of October 7, 2022. The Company received net proceeds of ~~$60,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~March 2016 $1,000,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$60,000~~$42,293 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$48,822, resulting in~~$32,444 and the debt discount has been fully amortized. The note had a ~~remaining discount~~principal balance of ~~$11,178 at~~$43,750 as of December 31, ~~2017.~~2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

~~On April 12, 2017, we~~November 8, 2021 Convertible Promissory Note – $43,750

Effective November 8, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of November 8, 2022. The Company received net proceeds of ~~$95,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~March 2016 $1,000,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$95,000~~$42,123 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$68,452, resulting in~~$36,007 and the debt discount has been fully amortized. The note had a ~~remaining discount~~principal balance of ~~$26,548 at~~$43,750 as of December 31, ~~2017.~~2021. During the year ended December 31, 2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

~~On May 8, 2017, we~~December 14, 2021 Convertible Promissory Note – $43,750

Effective December 14, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of December 14, 2022. The Company received net proceeds of ~~$60,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~March 2016 $1,000,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$60,000~~$39,616 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$38,959, resulting in~~$37,771 and the debt discount has been fully amortized. The note had a ~~remaining discount~~principal balance of ~~$21,041 at~~$43,750 as of December 31, ~~2017.~~

~~On June 2, 2017,~~2021. During the year ended December 31, 2022, we ~~entered into a convertible promissory note in~~issued the ~~aggregate principal amount of up to $500,000 (the “June 2017 $500,000 CPN”). The~~ lender ~~may advance the Company consideration for the note in such amounts as the lender may choose in its sole discretion. The note is convertible into~~ shares of our common stock ~~at a price per share equal to~~in consideration for the ~~lesser of: $0.03; 50%~~conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the lowest trade price of our common stock subsequent to the effective date of the note; or the lowest effective price per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of theconvertible note. ~~The note matures, with respect to each advance, one year from the effective date of each advance.~~

~~On June 2, 2017, we~~Effective January 6, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $38,750 with a maturity date of January 6, 2023. The Company received net proceeds of ~~$60,000 pursuant~~$35,000 after payment of $3,750 in legal fees and fees to the ~~June 2017 $500,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$60,000~~$35,771 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$34,849, resulting in a remaining~~$35,771 and the debt discount ~~of $25,151 at~~has been fully amortized. During the year ended December 31, ~~2017.~~2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $38,750 and accrued interest of $2,050, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

~~On July 10, 2017, we~~March 1, 2022 Convertible Promissory Note – $43,750

Effective March 1, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of March 1, 2023. The Company received net proceeds of ~~$80,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~June 2017 $500,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$80,000~~$39,514 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$38,137, resulting in a remaining~~$39,514 and the debt discount ~~of $41,863 at~~has been fully amortized. During the year ended December 31, ~~2017.~~2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt was recorded since the conversion was completed within the terms of the convertible note.

Effective May 3, 2022, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $43,750 with a maturity date of May 3, 2023. The Company received net proceeds of ~~$80,000 pursuant~~$40,000 after payment of $3,750 in legal fees and fees to the ~~June 2017 $500,000 CPN.~~lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 trading days prior to conversion. The Company may prepay the note during the 180 days from the issuance of the note at a redemption premium of 150%. After the expiration of 180 days after issuance, the Company has no right of prepayment. We recorded a debt discount of ~~$80,000~~$39,411 related to the conversion feature of the note, along with a derivative liability at inception. During the year ended December 31, ~~2017,~~2022, amortization of debt discount was recorded to interest expense in the amount of ~~$31,123, resulting in a remaining discount of $48,877 at December 31, 2017.~~

~~On September 12, 2017, we received proceeds of $85,000 pursuant to~~$39,411 and the ~~June 2017 $500,000 CPN. We recorded a~~ debt discount ~~of $85,000 related to the conversion feature of the note, along with a derivative liability at inception.~~has been fully amortized. During the year ended December 31, ~~2017, amortization~~2022, we issued the lender shares of our common stock in consideration for the conversion of principal of $43,750 and accrued interest of $2,625, extinguishing the debt in full. No gain or loss on extinguishment of debt ~~discount~~ was recorded ~~to interest expense in~~since the ~~amount~~conversion was completed within the terms of ~~$25,616, resulting in a remaining discount of $59,384 at December 31, 2017.~~the convertible note.

~~On October 13, 2017, we received proceeds~~Total accrued interest payable on notes payable was $53,212 and $57,958 as of ~~$80,000 pursuant~~December 31, 2022 and 2021, respectively.

As discussed in Note 3, on January 7, 2021, the Company issued two long-term convertible notes payable each in the principal amount of $500,000 in conjunction with the business acquisition of SCS LLC. The Assigned Notes bear interest at an annual rate of 0.39% and mature on January 7, 2026. The Assigned Notes were discounted to ~~the June 2017 $500,000 CPN. We recorded~~a principal balance of $0 and a debt discount of ~~$80,000 related~~$1,000,000 was recorded at inception. Amortization of the discount to interest expense was $199,890 during the year ended December 31, 2022, resulting in a debt discount of $600,767 as of December 31, 2022.

At any time after December 31, 2021, each month, each holder of the Assigned Notes may convert the principal amount of the Assigned Note into a number of shares of the Company’s common stock not exceeding 5% of the total trade volume of the Company’s common stock publicly reported for the previous calendar month at a conversion price of $0.013 per share. Each Assigned Note also imposes an overall limitation on the number of conversions to common stock that the holder may affect such that it prohibits the holder from beneficially owning more than 4.99% of the total issued and outstanding common stock of the Company at any time that the Assigned Note is outstanding.

The total face value of this entire series is three million dollars ($3,000,000). Each share of Series B Preferred Stock has a stated face value of $100, and effective April 2, 2021, is convertible into shares of fully paid and non-assessable shares of common stock of the Company at $0.0015 per share. The terms of the Series B Preferred Stock were amended effective March 31, 2021 to change the conversion ~~feature~~price from a defined variable price to a fixed conversion price of ~~the note, along with a derivative liability at inception.~~ $0.0015 per share.

During the year ended December 31, ~~2017, amortization~~2022, the holder converted a total of ~~debt discount was recorded to interest expense in the amount~~221 shares of ~~$18,397, resulting in a remaining discount of $61,603~~Series B Preferred Stock valued at ~~December 31, 2017.~~

~~On November 8, 2017, we received proceeds of $75,000 pursuant to the June 2017 $500,000 CPN. We recorded a debt discount of $75,000 related to the conversion feature~~$22,100 into 14,733,333 shares of the ~~note, along with a derivative liability at inception.~~Company’s common stock. During the year ended December 31, ~~2017, amortization~~2021, the holder converted a total of 593 shares of Series B Preferred Stock valued at $59,300 into 39,533,334 shares of the Company’s common stock. There was no gain or loss on settlement of debt ~~discount~~due to the conversions occurring within the terms of the Series B Preferred Stock.

As of December 31, 2022 and 2021, the Company had 14,241 and 14,462 shares of Series B Preferred Stock outstanding, respectively, and recorded as mezzanine at face value of $1,424,100 and $1,446,200, respectively, due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company. These shares were originally issued in March 2016 for the redemption and cancellation of $1,615,362 of convertible promissory notes and $264,530 of accrued interest payable.

The holders of outstanding shares of the Series B Preferred Stock (the "Series B Holders") are entitled to receive dividends pari passu with the holders of Common Stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Series B Preferred Stock has a preference. Such dividends will be paid equally to all outstanding shares of Series B Preferred Stock and Common Stock, on an as-if-converted basis with respect to the Series B Preferred Stock. The Series B Holders may elect to use the most favorable conversion price for the purpose of determining the as-if-converted number of shares.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series B Holder shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such share of the Series B Preferred Stock (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, before any payment is made or any assets distributed to the holders of the Common Stock. After such payment, the remaining assets of the Company will be distributed to the holders of Common Stock.

Effective April 2, 2021, the Company filed a Certificate of Designation with the State of Nevada designating 45,000 shares of its authorized preferred stock as Series E Preferred Stock. The shares of Series E Preferred Stock have a par value of $0.001 per share and a stated face value of $100 per share. Holders of the Series E Preferred Stock have the right, at any time, to convert shares of Series E Preferred Stock into shares of Common Stock at a conversion price of $0.0015 per share.

On April 2, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), pursuant to which the Investor agreed to purchase up to 45,000 shares of the Company’s Series E Preferred Stock (the “Shares”) at a purchase price of $100 per share. In accordance with the SPA, Investor paid for 34,900 Shares by surrendering to the Company for cancellation, $2,617,690 of principal, $826,566 of accrued interest, and $45,740 in fees through April 2, 2021 under various 10% convertible notes held by Investor. The Series E Preferred Stock was ~~recorded to interest~~valued by an independent valuation firm at $23,393,601 and the Company recognized a loss on debt extinguishment of $16,490,508 included in other expense in the ~~amount of $12,342, resulting in a remaining discount of $62,658 at~~year ended December 31, ~~2017.~~2022 and settled derivative liabilities totaling $3,413,097.

~~On December 14, 2017, we entered~~As an inducement for the Investor entering into ~~a convertible promissory note in~~ the ~~aggregate principal amount of up to $500,000 (the “December 2017 $500,000 CPN”). The lender may advance~~SPA, the Company ~~consideration for~~agreed that Investor will have the ~~note in such amounts as the lender may choose~~right, exercisable in its sole ~~discretion.~~ discretion, to purchase the remaining 10,100 of authorized shares of Series E Preferred Stock at a purchase price of $100 per Share at any time until April 2, 2031. In September 2021, the Investor purchased 500 additional shares of Series E Preferred Stock for cash of $50,000, the stated value of the shares.

During the year ended December 31, 2022, the Investor purchased a total of 5,200 additional shares of Series E Preferred Stock for cash of $520,000, the stated valued of the shares.

As of December 31, 2022 and 2021, the Company had 40,600 and 35,400 shares of Series E Preferred Stock outstanding, respectively, recorded as mezzanine at face value of $4,060,000 and $3,540,000 due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.

The ~~note~~holders of outstanding Series E Preferred Stock are entitled to receive dividends pari passu with the holders of common stock, except upon a liquidation, dissolution and winding up of the Company, in which case the Shares have a preference. Such dividends will be paid equally to all outstanding Shares and common stock, on an as-if-converted basis with respect to the Shares.

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Shares shall be entitled to receive, out of the assets of the Company available for distribution to its shareholders upon such liquidation, whether such assets are capital or surplus of any nature, an amount equal to $100 for each such Share (as adjusted for any combinations, consolidations, stock distributions, stock splits or stock dividends with respect to such shares), plus all dividends, if any, declared and unpaid thereon as of the date of such distribution, after the payment of any distributions that may be required with respect to the Company’s Series B Preferred Stock, but before any payment is made or any assets distributed to the holders of common stock. After such payment, the remaining assets of the Company will be distributed to the holders of common stock.

If the assets to be distributed to holders of the Shares are insufficient to permit the receipt by such holders of the full preferential amounts, then all of such assets will be distributed among such holders ratably in accordance with the number of such shares then held by each such holder.

Each Share of Series E Preferred Stock is convertible into shares of ~~our~~fully paid and non-assessable shares of common stock of the Company at a ~~price per share equal to the lesser of: $0.03; 50% of the lowest trade~~fixed conversion price of ~~our common stock subsequent to the effective date of the note; or the lowest effective price~~$0.0015 per share granted to any person or entity (exclusive of our officers and directors) to acquire common stock subsequent to the effective date of the note. The note matures, with respect to each advance, one year from the effective date of each advance.share.

In no event will holders of Shares be entitled to convert any Shares, such that upon conversion the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series E Preferred Stock or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to these limitations), and (2) the number of shares of common stock issuable upon the conversion of Shares, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock. The limitations on conversion may be waived by the Holder upon, at the election of the holder of Shares, not less than 61 days prior notice to the Company, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder of Shares, as may be specified in such notice of waiver).

Except as required by law, holder of Shares are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company, provided, however, each holder of outstanding Share will be entitled, on the same basis as holders of common stock, to receive notice of such action or meeting and so long as any Shares remain outstanding, the Company will not, without first obtaining the approval of the holders of at least a majority of the then outstanding Shares voting together as one class alter or change the rights, preferences or privileges of the Shares so as to affect materially and adversely such Shares.

As of December 31, 2022, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with a par value of $0.001 per share. The Company is also authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.001 per share. The rights, preferences, and privileges of the holders of the preferred stock will be determined by the Board of Directors prior to issuance of such shares.

As of December 31, 2022 and December 31, 2021, the Company had 604,150,321 and 276,383,093 shares of common stock issued and outstanding, respectively.

During the year ended December 31, 2022, the Company issued a total of 331,612,439 shares of common stock: 312,879,106 shares in consideration for the conversion of $345,000 of principal of convertible notes payable and accrued interest payable of $20,424; 14,733,333 shares in the conversion of 221 shares of Series B preferred shares valued at $22,100 and 4,000,000 shares for services valued at $20,000. In connection with the convertible debt conversions, the Company reduced derivative liabilities by $263,780. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

During the year ended December 31, 2022, a lender returned 3,845,211 shares of the Company’s common stock, which shares were cancelled. The transaction was recorded at the $3,845 par value of the common shares.

During the year ended December 31, 2021, the Company issued a total of 143,045,532 shares of common stock: 76,063,187 shares in consideration for the conversion of $368,011 of principal of convertible notes payable and accrued interest payable of $34,505; 27,449,011 shares for services valued at $416,200; and 39,533,334 shares in the conversion of 593 shares of Series B Preferred Stock recorded at face value of $59,300. In connection with the convertible debt conversions, the Company settled derivative liabilities of $361,172. There was no gain or loss on settlement of debt due to the conversions occurring within the terms of the convertible notes.

As of December 31, 2022, the Board of Directors of the Company had granted non-qualified stock options exercisable for a total of 854,177,778 shares of common stock to its officers, directors, and consultants.

On October 19, 2020 and December 22, 2020, the Company issued a total of 210,000,000 non-qualified stock options to five officers, directors, and consultants exercisable for a period of five years from the date of issuance at exercise prices ranging from $0.0108 to $0.017 per share. Of these non-qualified options, 5,000,000 vest 1/24th per month over twenty- four months and 205,000,000 vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $3,726,549 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount.

On January 28, 2021, the Company issued a total of 20,000,000 non-qualified stock options to an employee and a consultant exercisable for a period of five years from the date of issuance at an exercise price of $0.05 per share. These options vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $998,134 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount.

On December ~~2017, we received proceeds~~1, 2021, the Company issued a total of ~~$60,000 pursuant~~504,000,000 non-qualified stock options to an officer exercisable for a period of ten years from the ~~December 2017 $500,000 CPN. We recorded a debt discount~~date of ~~$60,000 related to the conversion feature~~issuance at an exercise price of $0.0074 per share. These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the ~~note, along with~~30 months thereafter. These non-qualified stock options were valued by an independent valuation firm at $3,727,046 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount.

On February 8, 2022, the Company issued a total of 120,000,000 non-qualified stock options to an officer and a consultant exercisable for a period of ten years from the date of issuance at ~~inception. During~~an exercise price of $0.0081 per share. These options vest 1/36th per month over thirty-six months. These non-qualified stock options were valued by an independent valuation firm at $545,462 using a modified Black Scholes early exercise model and stock option compensation expense is recorded over the ~~year~~vesting period. A derivative liability and a decrease to additional paid-in capital were recorded for this amount.

We recognized stock option compensation expense of $2,986,546 and $1,699,964,435 for the years ended December 31, ~~2017, amortization~~2022 and 2021, respectively. As of ~~debt discount was recorded to interest expense in the amount of $3,959, resulting in a remaining discount of $56,041 at~~ December 31, ~~2017.~~2022, we had unrecognized stock option compensation expense totaling $4,202,166.

A summary of the Company’s stock options as of December 31, 2022, and changes during the two years then ended is as follows:

The aggregate intrinsic value in the preceding table represents the total ~~gain~~pretax intrinsic value, based on ~~settlement~~the closing price of ~~debt, including conversions to~~our common stock ~~was $11,643 for the year ended~~of $0.008 as of December 31, ~~2017~~2022, which would have been received by the holders of in-the-money options and warrants had the ~~total loss on settlement~~holders exercised their options and warrants as of ~~debt was $33,561 for the year ended December 31, 2016.~~that date.

The significant assumptions used in the valuation of the derivative liabilities recorded upon issuance of the February 2022 non-qualified stock options are as follows:

The fair value of the Company’s derivative liabilities is estimated at the issuance date and is revalued at each subsequent reporting date. We estimate the fair value of derivative liabilities associated with our convertible notes payable and ~~our Series B preferred~~ stock options using a multinomial lattice model based on ~~a probability weighted discounted cash flow model.~~projections of various potential future outcomes. Where the number of stock options or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional stock options, convertible debt and equity are included in the value of the derivatives.

The significant assumptions used in the valuation of the derivative liabilities atas of December 31, ~~2017~~2022 are as follows:

Conversion to stock	Monthly			Monthly
Stock price on the valuation date	$	0.0230		$	0.008
Conversion price	$	0.0045
Risk free interest rates				3.02% - 6.81%
Years to maturity		15.0		0.90 - 5.00
Expected volatility	186.3 – 211.0		%	182.3%–318.8%

The value of ~~the~~our derivative liabilities ~~associated with our convertible notes payable~~ was estimated at $5,241,762 and $3,335,906 at December 31, 2017 and December 31, 2016, respectively. The value of the derivative liability associated with our Series B convertible preferred stock at was estimated at $2,831,142 and $3,354,791 at December 31, 2017 and December 31, 2016, respectively..as follows as of:

The calculation input assumptions are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liability will fluctuate from period to period, and the fluctuation may be material.

~~7. SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION~~10. RELATED PARTY TRANSACTIONS

~~During~~Effective December 1, 2021, the Company’s Board of Directors appointed Rich Berliner as the Chief Executive Officer of the Company and a member of the Board of Directors. On that date, the Company entered into an Independent Contractor Agreement, pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company for an initial term of six months subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive base compensation of $20,000 per month, paid in equal installments twice each month. After one year of service, Mr. Berliner will be eligible to receive severance equal to three months of base compensation. The Company accrued compensation expense to Mr. Berliner of $240,000 and $20,000 for the year ended December 31, 2022 and 2021, respectively. Fees payable to Mr. Berliner of $10,000 are included in accounts payable – related party as of December 31, 2021.

Further, pursuant to the Independent Contractor Agreement, the Company granted to Mr. Berliner ten-year non-qualified stock options to acquire up to 504,000,000 shares of the Company’s common stock as compensation under the Independent Contractor Agreement. The options vest over a 36-month period with 84,000,000 options vesting at the end of month 6 and 14,000,000 options vesting in months 7 through the end of month 36. The options vest 100% upon a sale of the company, as defined in the option agreement. If Mr. Berliner’s service is terminated for cause (as defined in the option agreement), the options (whether vested or unvested) shall immediately terminate and cease to be exercisable.

On December 1, 2021, William E. Beifuss, Jr. resigned from his position as Chief Executive Officer of the Company. Mr. Beifuss will continue to serve as the Company’s President, Acting Chief Financial Officer and Secretary. Pursuant to a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, William E. Beifuss, Jr., our President, Chief Executive Officer and Acting Chief Financial Officer is to receive fees of $10,000 per month. The Company accrued compensation expense to Mr. Beifuss of $120,000 for each of the years ended December 31, ~~2017~~2022 and ~~2016, we paid no amounts for income taxes.~~

~~During the years ended~~2021. Fees payable to Mr. Beifuss of $10,000 and $20,000 are included in accounts payable – related party as of December 31, ~~2017~~2022 and ~~2016, we paid cash for interest expense of $1,328 and $1,860,~~2021, respectively.

~~During the year ended December 31, 2017, the Company had the following non-cash investing and financing activities:~~

	·	The Company issued a total of 3,597,812 shares of common stock for the conversion of $35,000 in convertible notes payable, plus $6,552 of accrued interest payable, increasing common stock by $3,597, increasing additional paid-in capital by $137,537, decreasing derivative liabilities by $111,225 and recording a gain on settlement of debt of $11,643.

	·	~~The Company increased debt discount and derivative liabilities by $855,000 for the issuance of new convertible debt.~~

~~During the year ended December 31, 2016, the Company had the following non-cash investing and financing activities:~~

	·	The Company issued a total of 3,028,018 shares of common stock for the conversion of $10,450 in convertible notes payable, plus $3,176 of accrued interest payable, increasing common stock by $3,028, increasing additional paid-in capital by $83,359, decreasing derivative liabilities by $33,756 and recording a loss on settlement of debt of $39,005.

	·	~~The Company increased debt discount and derivative liabilities by $707,000 for the issuance of new convertible debt.~~

	·	The Company issued a total of 16,155 shares of Series B preferred stock for the conversion of $1,615,362 in convertible notes payable, plus $264,530 of accrued interest payable, increasing Series B preferred stock by $16, increasing additional paid-in capital by $11,630,806 and decreasing derivative liabilities by $9,750,930.

	·	~~The Company increased derivative liabilities and decreased additional paid-in capital by $3,908,211 for derivative liabilities associated with the issuance of Series B preferred stock.~~

	·	~~The Company increased common stock and decreased additional paid-in capital by $1 for the par value of additional shares of common stock issued in the reverse stock split.~~

	·	The Company decreased convertible notes payable by $185,752, accrued interest payable by $33,199 and derivative liabilities by $106,858 and increased additional paid-in capital by $325,809 for settlement of related party debt recorded as a contribution to capital.

On June 18, 2014, we entered into a Sponsored Research Agreement (“SRA #1”) with UCSB, pursuant to which UCSB performed research work for the mutual benefit of UCSB and the Company. The purpose of SRA #1 included the development of a low-cost and scalable method to produce large-area graphene for transparent electrode applications. The term of SRA #1 commenced on July 1, 2014 and expired on June 30, 2015. The total cost to the Company was $387,730.

On December ~~15, 2015, we entered into~~22, 2020, the Company issued non-qualified stock options to purchase up to a ~~second Sponsored Research Agreement (“SRA #2”) with UCSB, pursuant~~total of 205,000,000 shares of our common stock to ~~which UCSB performed research work for the mutual benefit~~four officers, directors, and consultants of ~~UCSB and~~ the Company. The ~~purpose~~options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ~~SRA #2 included~~five years from the ~~development~~date of grant at an exercise price of $0.017 per share. Of these non-qualified stock options, Mr. Beifuss received 25,000,000 and Byron Elton, a ~~graphene based optical modulator for~~member of the ~~high-speed transmission~~Board of ~~digital data in fiber optic networks. The term of SRA #2 commenced on January 1, 2016 and expired on June 30, 2016. The total cost to the Company was $65,497.~~Directors, received 5,000,000.

On March 9, 2017, we entered into our third Sponsored Research Agreement (“SRA #3”) with UCSB, pursuant to which UCSB will continue the development of a graphene based optical modulator for the high-speed transmission of digital data in fiber optic networks. The term of SRA #3 commenced on April 1, 2017 and concluded on September 30, 2017. The total cost toFebruary 8, 2022, the Company ~~was $65,009.~~issued non-qualified stock options to purchase up to a total of 75,000,000 shares of our common stock to Mr. Beifuss and 45,000,000 shares to a consultant. . The options vest 1/36th per month and are exercisable on a cash or cashless basis for a period of ten years from the date of grant at an exercise price of $0.0081 per share.

On January 5, 2015, Digital Locations formed Transphene, Inc., a Nevada corporation (“Transphene”), of which the Company owns 50% of the total issued and outstanding capital stock. The remaining 50% is owned by Dr. Kaustav Banerjee (“Banerjee”), a director and Chief Technical Officer of Transphene. Transphene was formed to commercialize any technology that the Company licensed from UCSB as a result of SRA #1. In consideration for its interest in Transphene, the Company agreed to assign the intellectual property rights acquired by the Company from SRA #1 to Transphene. At this time, the Company does not see an opportunity to commercialize the research findings of SRA #1, has not licensed any intellectual property from UCSB, and therefore has not assigned any intellectual property to Transphene. Therefore, we terminated our joint venture through Transphene and wound up and dissolved Transphene in 2016. There have been no financial transactions in Transphene and no impact on our financial statements.

A reconciliation of the income tax provision (benefit) that would result from applying a combined U.S. federal and state rate of ~~43%~~29% to loss before income taxes with the provision (benefit) for income taxes presented in the financial statements is as follows:

	Years Ended December 31,						Years Ended December 31,
	2017			2016			2022			2021

Income tax benefit at statutory rate	$	(1,027,000	)	$	(2,243,800	)
Income tax provision (benefit) at statutory rate							$	281,000		$	(3,739,900	)
State income taxes, net of federal benefit		(300	)		(300	)		(200	)		(200	)
Nondeductible expenses		2,004,820			1,928,300
Non-deductible expenses								1,007,400			5,467,600
Non-taxable gains								(1,483,900	)		(2,636,900	)
Other		(600	)		-			600			1,100
Valuation allowance		(976,920	)		315,800			195,100			908,300

	$	-		$	-		$	-		$	-

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affect 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $1,382,720, with a corresponding net adjustment to valuation allowance of $1,382,720 as of December 31, 2017.

The ultimate realization of our deferred tax assets is dependent, in part, upon the tax laws in effect, our future earnings, and other events. As of December 31, ~~2017,~~2022, we recorded a valuation allowance of ~~$2,989,500~~$5,039,400 against our net ~~current~~ deferred ~~tax.~~tax asset. In recording the valuation allowance, we were unable to conclude that it is more likely than not that our deferred tax assets will be realized.

As of December 31, ~~2017,~~2022, we had a net operating loss carryforward available to offset future taxable income of approximately ~~$9,875,000,~~$16,903,000, which begins to expire at dates that have not been determined. If substantial changes in the Company’s ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforward that could be utilized.

We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, ~~2017~~2022 and ~~2016,~~2021, we concluded the Company had no unrecognized tax benefit that would affect its effective tax rate if recognized.

We file income tax returns in the U.S. federal jurisdiction and in the state of California. With few exceptions, we are no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years before 2011.

We classify any interest and penalties arising from the underpayment of income taxes in our statements of operations and comprehensive loss in other income (expense). As of December 31, ~~2017~~2022 and ~~2016,~~2021, we had no accrued interest or penalties related to uncertain tax positions.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the ~~issuance in August 2017~~normal course of ~~1,000 shares~~business. As of ~~Series A Preferred Stock to the Company’s President and director, William E. Beifuss, Jr., for services rendered. The shares are to be automatically redeemed on~~ the date ~~120 days after the effective date~~ of ~~the Series A Certificate.~~filing of this report, there were no pending or threatened lawsuits.

~~See Note 5 for discussion of convertible notes payable with related parties, including multiple lenders who are also shareholders of the Company.~~Operating Lease

On December 12, 2012, we entered into a 5% convertible note with the Chairman of our Board of Directors and our former Chief Executive Officer in exchange for services valued at $185,852. The principal balance of this related party note was $185,852 asAs of December 31, ~~2015~~2022, we had no material operating leases requiring us to recognize an operating lease liability and 2014, with accrued interest payable of $27,878 and $18,585 as of December 31, 2015 and 2014, respectively. The note was to mature on December 31, 2016. On July 27, 2016, we entered into a Settlement and Release Agreement with the Chairman for full extinguishment of the above described convertible promissory note with a principal balance of $185,852, plus accrued interest. We agreed to pay the Chairman $100 in cash and arranged for him to enter into an option agreement with our principal lender and a principal holder of our Series B preferred stock (“Lender”) to acquire 225 shares of our Series B preferred stock from the Lender upon the occurrence of certain events defined in the agreement. Due to the related party nature of this transaction, the extinguishments of the note principal of $185,752, accrued interest payable of $33,199 and associated derivative liability of $106,858 were recorded to additional paid-in capital as a contribution to capital totaling $325,809.corresponding right-of-use asset.

~~On June 4, 2013, we entered into a convertible note with a former member of our Board of Directors in exchange for services valued at $25,000. The note was to mature on June 4, 2016. We~~Effective February 1, 2022, the Company entered into an operating lease agreement ~~to repay this note in~~with a term of 12 ~~equal~~months. The lease agreement required a $500 security deposit and monthly lease payments of ~~principal and interest of $2,352, beginning in June 2016. The note was paid in full as of December 31, 2017.~~$500.

Our office lease expired on September 30, 2017. On September 5, 2017, we entered into a new sublease for office space in our new location. The base rent for the new sublease is $1,000 per month for a period of one year and month-to-month thereafter. Rent expense forFor the years ended December 31, ~~2017~~2022 and ~~2016 was $47,068~~2021, the Company recognized total rental expense of $9,413 and ~~$53,026,~~$12,000, respectively.

~~Consulting Agreements~~As further discussed in Note 11, we entered into a consulting agreement with Rich Berliner, our Chief Executive Officer, for payment of monthly compensation of $20,000. The consulting agreement has an initial term of six months, subject to automatic renewal for six months unless terminated by the Company or Mr. Berliner.

We have a written consulting agreement, dated May 31, 2013 and amended effective November 1, 2016, with William E. Beifuss, Jr., our ~~former Chief Executive Officer, and current~~ President and Acting Chief Financial Officer, for the payment of monthly compensation of $10,000 per month. The agreement may be cancelled by either party with 30 days’ notice.

We entered into a consulting agreement, dated April 1, 2017, with Big Star Capital 1 for the payment of monthly consulting fees of $15,000 relating to the development of our business. The agreement is on a month-to-month basis until terminated by either party with a 10-day prior written notice.13. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

~~Subsequent Borrowings~~On January 5, 2023, an investor purchased 550 additional shares of Series E Preferred Stock for cash of $55,000, the stated valued of the shares.

~~We received advances under~~On February 6, 2023, an investor purchased 620 additional shares of Series E Preferred Stock for cash of $62,000, the ~~December 14, 2017 $500,000 CPN~~stated valued of ~~$70,000 in January 2018, $60,000 in February 2018 and $61,500 in March 2018.~~the shares.

~~Extension~~On March 8, 2023, an investor purchased 550 additional shares of ~~Maturity Dates~~Series E Preferred Stock for cash of ~~Convertible Promissory Notes~~$55,000, the stated valued of the shares.

Subsequent to December 31, 2017, the maturity date of a note payable issued for services with a principal balance of $32,620 at December 31, 2017 was extended from December 31, 2017 to December 31, 2018. SeeConvertible Note 5.Conversions

~~The 1,000~~On March 1, 2023, a lender converted $11,700 principal into 30,000,000 shares of the ~~Series A Preferred Stock issued to Mr. Beifuss were automatically redeemed by~~Company’s common stock. On March 6, 2023, the ~~Company at their par value in January 2018, 120 days after the effective date~~lender converted $12,300 principal into 31,538,462 shares of the ~~Series A Certificate.~~Company’s common stock.

			Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	1211
Item 3.	Legal Proceedings	1211
Item 4.	Mine Safety Disclosures	1211

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1312
Item 6.	~~Selected Financial Data~~Reserved	1412
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	2220
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	2220
Item 9A.	Controls and Procedures	2220
Item 9B.	Other Information	2321
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	21

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2422
Item 11.	Executive Compensation	2826
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3433
Item 13.	Certain ~~Relationship~~Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accountant Fees and Services	35
Item ~~14.~~	~~Principal Accounting Fees and Services~~	36
~~Item~~ 15.	Exhibits and Financial Statement Schedules	37
	Item 16.
~~SIGNATURES~~Form 10-K Summary		39

	·	~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~

��	·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($) (6)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($) (1)	Total ($)

Rich Berliner, Chief Executive Officer ⁽²⁾	2022 2021	- -	- -	- -	- 3,727,046	- -	- -	240,000 20,000	240,000 3,747,046

William E. Beifuss, Jr. - President, Acting Chief Financial Officer and Secretary ⁽³⁾	2022 2021	- -	- -	- -	340,914 -	- -	- -	120,000 120,000	460,914 120,000

Andrew Van Noy – Consultant⁽⁴⁾	2022 2021	- -	- -	- -	- -	- -	- -	- 343,000	- 343,000

Gerard Hug – Consultant⁽⁵⁾	2022 2021	- -	- -	- -	204,548 -	- -	- -	20,000 60,000	224,548 60,000

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Exercise Price ($)		Expiration Date

Rich Berliner, Chief Executive Officer ⁽¹⁾		5,000,000		-		-	$	.0108	10/19/2025

Rich Berliner, Chief Executive Officer ⁽²⁾		182,000,000		322,000,000		-	$	.0074	12/01/2031

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary⁽³⁾		17,361,111		7,638,889		-	$	0.017	12/22/2025

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary⁽⁴⁾		22,916,663		52,083,337		-	$	0.0081	02/08/2032

Andrew Van Noy – Consultant⁽⁵⁾		104,166,667		45,833,333		-	$	0.017	12/22/2025

Gerard Hug– Consultant⁽⁶⁾		17,361,111		7,638,889		-	$	0.017	12/22/2025

Gerard Hug– Consultant⁽⁷⁾		13,750,000		31,250,000		-	$	0.0081	02/08/2032

(1)	On October 19, 2020, Mr. Berliner was granted non-qualified stock options to purchase 5,000,000 shares of our common stock at an exercise price of $0.0108 per share exercisable on a cash or cashless basis until October 19, 2025 in consideration for his services to us.��These options vest 1/~~25th~~24th per month, commencing on October ~~23, 2013,~~19, 2020, on a monthly basis for as long as Mr. Berliner is an employee or consultant of the Company.
(2)	On December 1, 2021, Mr. Berliner was granted non-qualified stock options to purchase 504,000,000 shares of our common stock at an exercise price of $0.0074 per share exercisable on a cash or cashless basis until December 1, 2031 in consideration for his services to us. These options vest 84,000,000 shares in month 6 and 14,000,000 shares per month in each of the 30 months thereafter for as long as Mr. Berliner is an employee or consultant of the Company.
(3)	On December 22, 2020, Mr. Beifuss was granted non-qualified stock options to purchase 25,000,000 shares of our common stock at an exercise price of $0.017 per share exercisable on a cash or cashless basis until December 31, 2025 in consideration for his services to us. These options vest 1/36th per month, commencing on December 22, 2020, on a monthly basis for as long as Mr. Beifuss is an employee or consultant of ~~Digital Locations.~~the Company.
(4)
~~(2)~~	On ~~September 23, 2013,~~February 8, 2022, Mr. ~~Elton~~Beifuss was granted ~~nonqualified~~non-qualified stock options to purchase ~~200,000~~75,000,000 shares of our common stock at an exercise price of ~~$0.06~~$0.0081 per share exercisable on a cash or cashless basis until ~~September 23, 2020~~February 8, 2032 in consideration for his services to us. These ~~stock~~ options vest 1/~~25th~~36th per month, commencing on ~~October 23, 2013,~~February 8, 2022, on a monthly basis for as long as Mr. ~~Elton~~Beifuss is an employee or consultant of ~~Digital Locations.~~the Company.
(5)	On December 22, 2020, Andrew Van Noy was granted non-qualified stock options to purchase 150,000,000 shares of our common stock at an exercise price of $0.017 per share exercisable on a cash or cashless basis until December 31, 2025 in consideration for his services to us. These options vest 1/36th per month, commencing on December 22, 2020, on a monthly basis for as long as Mr. Van Noy is an employee or consultant of the Company.
(6)	On December 22, 2020, Mr. Hug was granted non-qualified stock options to purchase 25,000,000 shares of our common stock at an exercise price of $0.017 per share exercisable on a cash or cashless basis until December 31, 2025 in consideration for his services to us. These options vest 1/36th per month, commencing on December 22, 2020, on a monthly basis for as long as Mr. Hug is an employee or consultant of the Company.
(7)	On February 8, 2022, Mr. Hug was granted non-qualified stock options to purchase 45,000,000 shares of our common stock at an exercise price of $0.0081 per share exercisable on a cash or cashless basis until February 8, 2032 in consideration for his services to us. These options vest 1/36th per month, commencing on February 8, 2022, on a monthly basis for as long as Mr. Hug is an employee or consultant of the Company.

	·	~~The majority of mobile users consume content indoors.~~

	·	~~Existing methods for mobile location identification are imprecise.~~

	·	~~Precise indoor location identification is critical in order to deliver a relevant experience or advertisement.~~

	·	~~Market lacks simple to deploy, integrated solution which addresses hyper-local mobile advertising, digital display and data collection.~~

	·	inability to obtain financing;
	·	difficulties and expenses in connection with integrating small cell sites and towers that we develop and acquire and achieving the expected benefits;
	·	diversion of management’s attention from current operations;
	·	the possibility that we may be adversely affected by risk factors facing the small cell sites and towers that we develop and acquire;
	·	development and acquisition of small cell sites and towers could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common stock to the stockholders of the acquired small cell sites and towers, dilutive to the percentage of ownership of our existing stockholders; and
	·	potential losses resulting from undiscovered liabilities of the small cell sites and towers we develop and acquire not covered by indemnification.

Fiscal Year 2016	High		Low
First Quarter	$	0.111	$	0.023
Second Quarter		0.115		0.006
Third Quarter		0.085		0.060
Fourth Quarter		0.066		0.006

Fiscal Year 2017	High		Low
First Quarter	$	0.040	$	0.024
Second Quarter		0.040		0.020
Third Quarter		0.100		0.028
Fourth Quarter		0.040		0.007

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		-0-		-0-		2,000,000

Equity compensation plans not approved by security holders ⁽¹⁾		1,414,750	$	0.19		-0-

Total		1,414,750	$	0.19		2,000,000

	·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
	·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	·	identification of the contract, or contracts, with a customer;
	·	identification of the performance obligations in the contract;
	·	determination of the transaction price;
	·	allocation of the transaction price to the performance obligations in the contract; and
	·	recognition of revenue when, or as, we satisfy a performance obligation.

	1.	As of December 31, 2022, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members. Since this entity level control has a pervasive effect across the organization, management has determined that this circumstance constitutes a material weakness.
22
	2.	As of December 31, 2022, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.
~~Table~~
	3.	As of ~~Contents~~December 31, 2022, we did not establish a formal written policy for the approval, identification, and authorization of related party transactions.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($) (1)		Total ($)

Gerard F. Hug – Chief Executive Officer ⁽²⁾	2017		120,000		-		-		-		-		-		-		120,000

William E. Beifuss, Jr. - President, Acting Chief Financial Officer, Secretary, and Former Chief	2017		-		-		-		-		-		-		120,000		120,000
Executive Officer ⁽³⁾	2016		-		-		-		-		-		-		70,000		70,000

Christopher S. Kelly Jr. - Former Chief	2017		73,333		-		-		-		-		-		5,894		79,227
Executive Officer ⁽⁴⁾	2016		180,090		-		-		-		-		-		12,627		192,717

Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration Date

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary, and Former Chief Executive Officer (1)		1,200,000		-		-	$	0.06	9/23/2020

Byron Elton, Former Chief Executive Officer, Former President, Former Acting Chief Financial Officer and Former Secretary (2)		200,000		-		-	$	0.06	9/23/2020

	·	The purchase price of the common stock subject to each incentive stock option will not be less than the fair market value (as set forth in the 2011 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted.

	·	The dates on which each option (or portion thereof) will be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the committee delegated by the Board of Directors, in its discretion, at the time such option is granted. Unless otherwise provided in the grant agreement, in the event of a change of control (as set forth in the Incentive Stock Plan), the committee delegated by the Board may accelerate the vesting and exercisability of outstanding options all unvested shares shall immediately become vested;

	·	Any option granted to an employee of ours will become exercisable over a period of no longer than five years. No option will in any event be exercisable after ten years from, and no Incentive Stock Option granted to a ten percent stockholder will become exercisable after the expiration of five years from, the date of the option;

	·	No option will be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2011 Plan will be subject to execution, attachment or other process;

	·	In the event of any change in our outstanding common stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board of Directors or the committee delegated by the Board may adjust proportionally (a) the number of shares of common stock (i) reserved under the 2011 Plan, (ii) available for Incentive Stock Options and Non-statutory Options and (iii) covered by outstanding stock awards or restricted stock purchase offers; (b) the exercise prices related to outstanding grants so that each optionee’s proportionate interest is maintained as immediately before such event; and (c) the appropriate fair market value and other price determinations for such grants. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Board of Directors or the committee delegated by the Board of Directors will be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code, applies, and other grants by means of substitution of new grant agreements for previously issued grants or an assumption of previously issued grants.

	Common Stock
Name of Beneficial Owner	Number of Shares Owned		Percent Owned (1)

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary and Director (2)		1,295,538		3.24	%

Byron Elton, Chairman (3)		262,500		*

Gerard F. Hug, Chief Executive Officer and Director		-		-

All Executive Officers and Directors as a Group (3 persons)		1,558,038		3.88	%

	Common Stock
Name of Beneficial Owner	Number of Shares Owned		Percent Owned ⁽¹⁾

Rich Berliner, Chief Executive Officer, Director ⁽²⁾		257,000,000		27.85	%

William E. Beifuss, Jr., President, Acting Chief Financial Officer, Secretary, Chairman of the Board of Directors ⁽³⁾		63,944,495		8.88	%

Byron Elton, Director ⁽⁴⁾		4,166,695	*

Andrew Van Noy ⁽⁵⁾		129,607,817		16.39	%

Gerard Hug ⁽⁶⁾		49,253,355		6.97	%

All Executive Officers and Directors as a Group (3 persons)		325,111,190		37.36	%

Plan category	Number of securities to be issued upon exercise of outstanding options		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)
	(a)		(b)		(c)
Equity compensation plans approved by security holders	-0-		-0-			2,000,000

Equity compensation plans not approved by security holders ⁽¹⁾		854,177,778	$	0.011		0

Total		854,177,778	$	0.011		0

3.1		Articles of Incorporation of Carbon Sciences, Inc. filed with the Nevada Secretary of State on August 25, 2007 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007).

3.2		Articles of Amendment of Articles of Incorporation of Carbon Sciences, Inc. filed with the Nevada Secretary of State on April 9, 2007 (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007).

3.3		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on May 9, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 16, 2011).

3.4		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 1, 2011 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 4, 2011).

3.5		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on August 26, 2013 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017).

3.6		Series A Preferred Stock Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 17, 2016).

3.7		Series B Preferred Stock Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 4, 2016).

3.8		Certificate of Correction, filed with the Nevada Secretary of State on April 1, 2016 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016)

3.9		Certificate of Change, filed with the Nevada Secretary of State on April 14, 2016 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

3.10		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on June 15, 2016 (Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 21, 2017)

3.11		Withdrawal of Series A Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2017).

3.12		Series A Certificate of Designation of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 7, 2017).

3.13		Certificate of Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on November 16, 2017 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 24, 2017)

~~3.13~~3.14		Bylaws of Carbon Sciences, Inc. (Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 27, 2007).

~~4.3~~3.15		Certificate of Designation of Series C Convertible Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on November 30, 2 018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2018)

3.16		Certificate of Designation of Series D Convertible Preferred Stock of Digital Locations, Inc. filed with the Nevada Secretary of State on November 27, 2019 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 3, 2019)

3.17		Certificate of Change, filed with the Nevada Secretary of State on February 13, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 20, 2020).

3.18		Certificate of Designation of Series E Preferred Stock of Digital Locations, Inc. filed with Nevada Secretary of State on April 2, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 8, 2021)

3.19		Certificate of Amendment to Designation of Series B Preferred Stock of Digital Locations, Inc. filed with Nevada Secretary of State on April 2, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 8, 2021)

4.1		Form of Warrant issued in connection with Stock Purchase Agreement entered into between the Company and the Purchasers, signatory thereto. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)

10.5**4.2+		Form of Non-Qualified Stock Option Agreement (Incorporated by reference to the Company’s Report on Form 8-Kfiled on December 29, 2020)

4.3+		Non-Qualified Stock Option Agreement issued by Digital Locations, Inc, to William E. Beifuss, Jr. (Incorporated by reference to the Company’s Current Report on Form 8-Kfiled on December 29, 2020)

4.4+		Non-Qualified Stock Option Award Agreement between Digital Locations, Inc. and Rich Berliner, dated December 1, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 7, 2021)

4.5+*		Non-Qualified Stock Option Award Agreement between ~~Carbon Sciences,~~Digital Locations, Inc. and ~~Byron Elton.~~William E. Beifuss, Jr., dated February 8, 2022

4.6		Description of Securities (Incorporated by reference to the Company’s ~~Registration Statement~~Annual Report on ~~S-1~~Form 10-K for the year ended December 31, 2021 filed on ~~November 7, 2011)~~March 28, 2022)

10.6**10.1+		Carbon Sciences, Inc. 2011 Equity Incentive Plan. (Incorporated by reference to the Company’s Registration Statement on S-1 filed on November 7, 2011)

~~10.12~~10.2+		Consulting Agreement between Carbon Sciences, Inc. and William E. Beifuss, Jr., dated May 31, 2013. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014)

~~10.13~~		~~Shareholders’ Agreement for Transhpene, Inc., dated January 5, 2015. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 8, 2015)~~

~~10.14~~		~~Consulting Agreement between Carbon Sciences, Inc. and Big Star Capital 1, dated April 1, 2017. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2017)~~

~~10.15~~		~~Term Sheet with Glanz, Inc. dba Corner Media, a Delaware corporation. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 8, 2017)~~

10.16***		~~Stock Option Agreement between Carbon Sciences, Inc. and Byron Elton, dated September 23, 2013. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017)~~

10.17***		Stock Option Agreement between Carbon Sciences, Inc. and William Beifuss, Jr., dated September 23, 2013. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 13, 2017)

~~10.19~~10.3		Form of Promissory Note. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 19, 2017)

~~14.1~~10.4		~~Code of Ethics~~Convertible Promissory Note, dated August 29, 2019 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2007~~2019 filed on ~~March 26, 2008).~~April 14, 2020)

~~16.1~~10.5		~~Letter from HJ Associates & Consultants, LLP~~Convertible Promissory Note, dated ~~January 27, 2016~~July 8, 2020 (Incorporated by reference to the Company’s Report on Form ~~8-K filed~~8-Kfiled on ~~January 29, 2016)~~August 25, 2020)

10.6		Asset Purchase Agreement, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

10.7		Convertible Promissory Note with Baryalai Azmi, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

10.8		Convertible Promissory Note with Shervin Gerami, dated January 7, 2021 (Incorporated by reference to the Company’s Report on Form 8-Kfiled on January 13, 2021)

10.9		Convertible Promissory Note, dated July 12, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

10.10		Convertible Promissory Note, dated August 31, 2021(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

10.11		Convertible Promissory Note, dated October 7, 2021 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021)

10.12+		Independent Contractor Agreement, by and between Rich Berliner and Digital Locations, Inc., dated December 1, 2021 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on December 7, 2021)

10.13		Convertible Promissory Note, dated November 8, 2021 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

10.14		Convertible Promissory Note, dated December 14, 2021 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

10.15		Convertible Promissory Note, dated January 6, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

10.16		Convertible Promissory Note, dated March 1, 2022 (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 28, 2022)

10.17*		Convertible Promissory Note, dated May 3, 2022

10.18*		Convertible Promissory Note, dated August 24, 2022

21.1		Subsidiaries (Incorporated by reference to the Company’s Annual Report on Form 10-K for year ended December 31, 2020 filed on March 29, 2021)

31.1*		Certification by Chief Executive Officer ~~and Acting Chief Financial Officer~~ pursuant to Sarbanes-Oxley Section 302

31.2*		Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1*		Certification by Chief Executive Officer ~~and Acting Chief Financial Officer~~ pursuant to 18 U.S.C. Section 1350

32.2*		Certification by Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350

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Report of Independent Registered Public Accounting Firm (PCAOB NO 2738)		F-2

~~Report of Independent Registered Public Accounting Firm~~Consolidated Balance Sheets		~~F-2~~F-3

~~Balance Sheets~~Consolidated Statements of Operations		~~F-3~~F-4

Consolidated Statements of ~~Operations~~Stockholders’ Deficit		~~F-4~~F-5

Consolidated Statements of ~~Stockholders’ Deficit~~Cash Flows		~~F-5~~F-8

Notes to Consolidated Financial Statements ~~of Cash Flows~~		~~F-7~~F-9

~~Notes to Financial Statements~~		~~F-8~~

DIGITAL LOCATIONS, INC.
(Formerly Carbon Sciences, Inc.)
Statements of Operations

	Years Ended December 31,
	2017			2016

Revenue	$	-		$	-

Operating expenses:
General and administrative		799,589			623,515
Research and development		65,009			65,497
Depreciation		675			617

Total operating expenses		865,273			689,629

Loss from operations		(865,273	)		(689,629	)

Other income (expense):
Other income		6,356			26,838
Gain (loss) on settlement of debt		11,643			(33,561	)
Gain (loss) on change in derivative liabilities		(638,432	)		1,217,339
Interest expense		(902,748	)		(798,650	)

Total other income (expense)		(1,523,181	)		411,966

Loss before income taxes		(2,388,454	)		(277,663	)

Provision for income taxes		-			-

Net loss	$	(2,388,454	)	$	(277,663	)

Net loss per share, basic and diluted	$	(0.06	)	$	(0.01	)

Weighted average number of shares outstanding, basic and diluted		36,822,968			34,908,588

DIGITAL LOCATIONS, INC. AND SUBSIDIARY
Consolidated Statements of Operations

	Years Ended December 31,
	2022			2021

Revenues	$	23,068		$	24,029

Operating expenses:
General and administrative		3,656,684			2,625,881
Depreciation and amortization		2,000			2,000
Impairment of assets		-			2,096,089

Total operating expenses		3,658,684			4,723,970

Loss from operations		(3,635,616	)		(4,699,941	)

Other income (expense):
Interest expense		(509,633	)		(919,095	)
Gain on change in derivative liabilities		5,108,229			8,979,516
Gain (loss) on extinguishment of debt		6,034			(16,490,508	)

Total other income (expense)		4,604,630			(8,420,586	)

Income (loss) before income taxes		969,014			(13,120,527	)
Provision for income taxes		-			-

Net income (loss)	$	969,014		$	(13,120,527	)

Weighted average number of common shares:
Basic		433,143,911			195,725,543
Diluted		4,337,208,296			195,725,543

Net income (loss) per common share:
Basic	$	0.00		$	(0.07	)
Diluted	$	0.00		$	(0.07	)

DIGITAL LOCATIONS, INC.
(Formerly Carbon Sciences, Inc.)
Statements of Stockholders’ Deficit
For the Years Ended December 31, 2017 and 2016

	Series A Preferred Stock						Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Total

Balance at December 31, 2015		-		$	-			-	$	-		32,149,790	$	32,150	$	12,268,651		$	(27,372,336	)	$	(15,071,535	)

Issuance of common stock for conversion of notes payable and accrued interest payable (3,028,018 shares issued at fair value at $0.028 - $0.029 per share)		-			-			-		-		3,028,018		3,028		83,359			-			86,387

Adjustment to shares pursuant to reverse stock split		-			-			-		-		816		1		(1	)		-			-

Issuance of Series A preferred shares for services		1,000			1			-		-		-		-		-			-			1

Redeem Series A preferred shares		(1,000	)		(1	)		-		-		-		-		-			-			(1	)

Issuance of Series B preferred shares for conversion of notes payable, accrued interest payable and derivative liabilities with a book value of $11,630,822		-			-			16,155		16		-		-		11,630,806			-			11,630,822

Derivative liability upon issuance of Series B preferred shares		-			-			-		-		-		-		(3,908,211	)		-			(3,908,211	)

Related party debt forgiven and contributed to capital		-			-			-		-		-		-		325,809			-			325,809

Net loss		-			-			-		-		-		-		-			(277,663	)		(277,663	)

Balance at December 31, 2016		-		$	-			16,155	$	16		35,178,624	$	35,179	$	20,400,413		$	(27,649,999	)	$	(7,214,391	)

	Series B Preferred Stock						Series E Preferred Stock				Common Stock						Additional Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Total

Balance, December 31, 2021		14,462		$	1,446,200			35,400	$	3,540,000		276,383,093		$	276,383		$	39,412,236		$	(51,133,564	)	$	(11,444,945	)

Issuance of common stock for conversion of notes payable and accrued interest payable		-			-			-		-		312,879,106			312,878			52,546			-			365,424
Issuance of common stock for services		-			-			-		-		4,000,000			4,000			16,000			-			20,000
Common shares cancelled		-			-			-		-		(3,845,211	)		(3,845	)		3,845			-			-
Issuance of common stock for conversion of Series B preferred stock		(221	)		(22,100	)		-		-		14,733,333			14,734			7,366			-			22,100
Issuance of Series E preferred stock for cash		-			-			5,200		520,000		-			-			-			-			-
Issuance of consultant stock options		-			-			-		-		-			-			(545,462	)		-			(545,462	)
Vesting of consultant stock options		-			-			-		-		-			-			2,986,546			-			2,986,546
Settlement of derivative liabilities		-			-			-		-		-			-			263,780			-			263,780
Net income		-			-			-		-		-			-			-			969,014			969,014

Balance, December 31, 2022		14,241		$	1,424,100			40,600	$	4,060,000		604,150,321		$	604,150		$	42,196,857		$	(50,164,550	)	$	(7,363,543	)

DIGITAL LOCATIONS, INC.
(Formerly Carbon Sciences, Inc.)
Statements of Stockholders’ Deficit (continued)
For the Years Ended December 31, 2017 and 2016

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance at December 31, 2016		-	$	-		16,155	$	16		35,178,624	$	35,179	$	20,400,413	$	(27,649,999	)	$	(7,214,391	)

Issuance of common stock for conversion of notes payable and accrued interest payable (3,597,812 shares issued at fair value at $0.0045 - $0.0205 per share)		-		-		-		-		3,597,812		3,597		137,537		-			141,134

Issuance of Series A preferred shares for services		1,000		1		-		-		-		-		-		-			1

Net loss		-		-		-		-		-		-		-		(2,388,454	)		(2,388,454	)

Balance at December 31, 2017		1,000	$	1		16,155	$	16		38,776,436	$	38,776	$	20,537,950	$	(30,038,453	)	$	(9,461,710	)

DIGITAL LOCATIONS, INC.
(Formerly Carbon Sciences, Inc.)
Statements of Cash Flows
	Years Ended December 31,
	2017			2016

Cash flows from operating activities:
Net loss	$	(2,388,454	)	$	(277,663	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		675			617
(Gain) loss on settlement of debt		(11,643	)		33,561
Amortization of debt discount recorded to interest expense		790,761			730,545
Loss (gain) on change in derivative liabilities		638,432			(1,217,339	)
Stock compensation cost		1			-
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses		(93	)		102
Increase (decrease) in:
Accounts payable		4,387			(25,910	)
Accrued expenses and other current liabilities		106,823			67,480
Net cash used in operating activities		(859,111	)		(688,607	)

Cash flows from investing activities:
Purchase of property and equipment		(1,945	)		(1,472	)
Net cash used in investing activities		(1,945	)		(1,472	)

Cash flows from financing activities:
Proceeds from convertible notes payable		855,000			707,000
Repayment of convertible notes payable		(10,417	)		(14,683	)
Net cash provided by financing activities		844,583			692,317

Net (decrease) increase in cash		(16,473	)		2,238
Cash, beginning of the year		39,934			37,696

Cash, end of the year	$	23,461		$	39,934

DIGITAL LOCATIONS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
	Years Ended December 31,
	2022			2021
Cash flows from operating activities:
Net income (loss)	$	969,014		$	(13,120,527	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		2,000			2,000
Amortization of debt discount		483,059			774,910
Common stock issued for services		20,000			416,200
Stock option compensation		2,986,546			1,699,964
(Gain) on change in derivative liabilities		(5,108,229	)		(8,979,516	)
(Gain) loss on extinguishment of debt		(6,034	)		16,490,508
Impairment of assets		-			2,096,089
Gain on forgiveness of PPP loan		-			(9,501	)
Changes in operating assets and liabilities:
Accounts payable		(13,880	)		(41,879	)
Accounts payable – related party		(20,000	)		(50,000	)
Accrued expenses and other current liabilities		(546	)		328
Accrued interest – notes payable		21,712			144,185
Net cash used in operating activities		(666,358	)		(577,239	)

Cash flows from investing activities:
Payment of deposit		(500	)		-
Cash paid in business acquisition		-			(10,000	)
Net cash used in investing activities		(500	)		(10,000	)

Cash flows from financing activities:
Proceeds from convertible notes payable		150,000			587,000
Proceeds from the issuance of Series E preferred stock		520,000			50,000
Repayment of convertible notes payable		(40,395	)		-
Net cash provided by financing activities		629,605			637,000

Net increase (decrease) in cash		(37,253	)		49,761
Cash, beginning of the year		68,366			18,605

Cash, end of the year	$	31,113		$	68,366

Supplemental disclosure:
Cash paid for income taxes	$	-		$	-
Cash paid for interest		4,862			-

Non-cash financing and investing activities:
Debt discount for derivative liabilities	$	680,474		$	575,639
Common shares issued in conversion of debt		365,424			402,516
Common shares issued in conversion of Series B preferred stock		22,100			59,300
Derivative liability for consultant stock options		545,462			4,725,180
Settlement of derivative liabilities		263,780			3,774,269
Common shares cancelled		3,845			-
Series E preferred shares issued in conversion of debt		-			3,490,000
Convertible notes payable reclassified as in default		-			40,395

	Convertible			Series B
	Notes			Preferred
	Payable			Stock			Total

Derivative liabilities at December 31, 2015	$	13,184,369		$	-		$	13,184,369
Addition to liability for new debt/shares issued		707,000			3,908,211			4,615,211
Elimination of liability on conversion to common shares		(33,756	)		-			(33,756	)
Elimination of liability on conversion to preferred shares		(9,750,930	)		-			(9,750,930	)
Contribution of liability to capital on settlement of related party debt		(106,858	)		-			(106,858	)
Change in fair value		(663,919	)		(553,420	)		(1,217,339	)
Derivative liabilities at December 31, 2016		3,335,906			3,354,791			6,690,697
Addition to liability for new debt/shares issued		855,000			-			855,000
Elimination of liability on conversion to common shares		(111,225	)		-			(111,225	)
Change in fair value		1,162,081			(523,649	)		638,432

Derivative liabilities at December 31, 2017	$	5,241,762		$	2,831,142		$	8,072,904

	Convertible Notes Payable			Series B Preferred Stock			Stock Options			Total

Derivative liabilities as of December 31, 2020	$	3,368,619		$	4,137,413		$	3,776,059		$	11,282,091
Addition to liability for new issuances		2,671,728			-			4,725,180			7,396,908
Elimination of liability on conversion to common shares		(3,774,269	)		-			-			(3,774,269	)
Change in fair value		(753,742	)		(4,137,413	)		(4,088,361	)		(8,979,516	)

Derivative liabilities as of December 31, 2021		1,512,336			-			4,412,878			5,925,214
Addition to liabilities for new issuances		135,012			-			545,462			680,474
Elimination of liabilities in debt conversions		(263,780	)		-			-			(263,780	)
Change in fair value		(643,411	)		-			(4,464,818	)		(5,108,229	)

Derivative liabilities as of December 31, 2022	$	740,157		$	-		$	493,522		$	1,233,679

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value

Outstanding at December 31, 2015		1,410,000		$	0.19
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		-		$	-

Outstanding at December 31, 2016		1,410,000		$	0.19
Granted
Exercised
Forfeited or expired		(1,250	)	$	29.20

Outstanding and exercisable at December 31, 2017		1,408,750		$	0.17		2.72	$	-