S-1/A: Digital Locations Eyes High-Speed Internet via Satellites, Registers 300 Million Shares for Resale

Digital Locations is shifting its focus to developing technology for high-speed internet delivery from satellites to smartphones and registers 300 million shares for resale by GHS Investments LLC.

Summary

• Digital Locations, Inc. is pivoting its business strategy to focus on developing technology that enables high-speed internet service from satellites directly to smartphones.
• The company has engaged Florida International University (FIU) to conduct the necessary research.
• The company is registering 300,000,000 shares of common stock for resale by GHS Investments LLC, representing 40.88% of the company's outstanding shares as of January 18, 2024, although GHS has an ownership limit of 4.99%.
• Digital Locations will not receive any proceeds from the resale of shares by GHS, but will receive proceeds from the initial sale of shares to GHS.
• The company's stock is traded on the OTC Pink Market under the symbol DLOC, with the last reported sale price on January 3, 2024, at $0.0009 per share.
• The company's financial statements for 2022 show revenue of $23,068 and a net income of $969,014, primarily from a gain on change in derivative liability.
• The company's financial statements for 2021 show revenue of $24,029 and a net loss of $13,120,527.
• The company acknowledges a high degree of risk associated with investing in its stock, including limited operating history, potential dilution, and penny stock regulations.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While the company is exploring a potentially high-growth market, it faces significant challenges and risks, including limited operating history, dependence on financing, and penny stock regulations. The auditor's going concern warning further dampens the sentiment.

Positives

• The company is exploring a potentially high-growth market with its satellite-to-smartphone internet technology.
• The company has partnered with a respected university for research and development.
• The company reported net income of $969,014 in 2022, primarily from a gain on change in derivative liability.

Negatives

• The company has a limited operating history and is in the early stages of development.
• The company's stock is subject to penny stock rules, which may limit trading activity.
• The company acknowledges a high degree of risk associated with investing in its stock.
• The company's auditor expressed substantial doubt about its ability to continue as a going concern unless it obtains additional financing.

Risks

• The company is in the early stages of development and has limited operating history.
• The company may be unable to compete with larger competitors in the high-speed internet market.
• The company's technology might never become commercially viable.
• The company's business is subject to government regulation.
• The company's ability to protect its intellectual property is uncertain.
• The company is dependent on debt or equity financing to fund its operations.
• The company may experience significant dilution from the sale of its common stock.
• The company's common shares are subject to the Penny Stock rules of the SEC.
• There is a very limited market for the company's securities.
• The company is susceptible to general economic conditions, natural catastrophic events and public health crises.
• The company may not have access to the full amount under the Financing Agreement.

Future Outlook

The company expects to continue to incur operating losses for at least the next 48 months as it commences full-scale development of its new business plan, if feasible, and believes it will require significant funding to make this transition.

Industry Context

The company competes in a market of much larger companies that have substantial business operations and financial resources, including cellular network operators like AT&T, Verizon, and T-Mobile, and satellite communications systems operators like SpaceX (Starlink), Blue Origin, Viasat, Intelsat, EchoStar (Hughs Network), Inmarsat, and Globalstar.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• However, the document does mention that the company competes with much larger companies such as AT&T, Verizon, T-Mobile, SpaceX (Starlink), Blue Origin, Viasat, Intelsat, EchoStar (Hughs Network), Inmarsat, and Globalstar.
• These companies have significantly more resources and experience than Digital Locations, which suggests that Digital Locations is not yet operating at industry standards.

Related Party Transactions

• The company has an Independent Contractor Agreement with Rich Berliner, the Chief Executive Officer.
• The company has a consulting agreement with William E. Beifuss, Jr., the President and Acting Chief Financial Officer.
• The company issued non-qualified stock options to officers, directors, and consultants.

Stakeholder Impact

• Shareholders may experience dilution from the sale of common stock.
• The company's success depends on attracting and retaining qualified personnel.
• The company's operations are subject to government regulations.
• The company's financial condition may be affected by general economic conditions, natural catastrophic events, and public health crises.

Next Steps

• The company will continue research and development efforts with FIU.
• The company will sell shares to GHS Investments LLC pursuant to the Financing Agreement.
• The company will seek additional financing to fund its operations and business plan.

Key Dates

Keywords

satellite internet, high-speed internet, smartphones, GHS Investments LLC, DLOC, OTC Pink Market, Digital Locations, technology, financing, shares