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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/22 Maptelligent, Inc. 10-Q 9/30/22 57:3.9M Pubco Reporting … Inc/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 953K
2: EX-31.1 Certification -- §302 - SOA'02 HTML 20K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 20K
4: EX-32 Certification -- §906 - SOA'02 HTML 17K
10: R1 Cover HTML 66K
11: R2 Balance Sheets HTML 107K
12: R3 Balance Sheets (Parenthetical) HTML 36K
13: R4 Statements of Operations (Unaudited) HTML 90K
14: R5 Statements of Stockholders Deficit (Unaudited) HTML 97K
15: R6 Statements of Cash Flows (Unaudited) HTML 99K
16: R7 Description of Business HTML 19K
17: R8 Summary of Significant Accounting Policies HTML 41K
18: R9 Going Concern HTML 20K
19: R10 Equipment HTML 31K
20: R11 Notes Payable HTML 29K
21: R12 Convertible Notes Payable HTML 58K
22: R13 Warrants HTML 32K
23: R14 Derivative Instruments HTML 41K
24: R15 Commitments and Contingencies HTML 20K
25: R16 Equity HTML 27K
26: R17 Net Income (Loss) Per Common Share HTML 49K
27: R18 Subsequent Events HTML 19K
28: R19 Summary of Significant Accounting Policies HTML 54K
(Policies)
29: R20 Summary of Significant Accounting Policies HTML 31K
(Tables)
30: R21 Equipment (Tables) HTML 29K
31: R22 Notes Payable (Tables) HTML 25K
32: R23 Convertible Notes Payable (Tables) HTML 40K
33: R24 Warrants (Tables) HTML 31K
34: R25 Derivative Instruments (Tables) HTML 43K
35: R26 Net Income (Loss) Per Common Share (Tables) HTML 47K
36: R27 Summary of Significant Accounting Policies HTML 24K
(Details)
37: R28 Going Concern (Details Narrative) HTML 23K
38: R29 Equipment (Details) HTML 26K
39: R30 Equipment (Details Narrative) HTML 18K
40: R31 Notes Payable (Details) HTML 25K
41: R32 Notes Payable (Details Narrative) HTML 70K
42: R33 Convertible Notes Payable (Details) HTML 46K
43: R34 Convertible Notes Payable (Details Narrative) HTML 74K
44: R35 Warrants (Details) HTML 33K
45: R36 Warrants (Details Narrative) HTML 23K
46: R37 Derivative Instruments (Details) HTML 28K
47: R38 Derivative Instruments (Details 1) HTML 27K
48: R39 Derivative Instruments (Details 2) HTML 22K
49: R40 Commitments and Contingencies (Details Narrative) HTML 17K
50: R41 Equity (Details Narrative) HTML 53K
51: R42 Net Income (Loss) Per Common Share (Details) HTML 59K
52: R43 Subsequent Events (Details Narrative) HTML 27K
55: XML IDEA XML File -- Filing Summary XML 98K
53: XML XBRL Instance -- mapt_10q_htm XML 1.01M
54: EXCEL IDEA Workbook of Financial Reports XLSX 86K
7: EX-101.CAL XBRL Calculations -- mapt-20220930_cal XML 108K
9: EX-101.DEF XBRL Definitions -- mapt-20220930_def XML 337K
6: EX-101.LAB XBRL Labels -- mapt-20220930_lab XML 610K
8: EX-101.PRE XBRL Presentations -- mapt-20220930_pre XML 495K
5: EX-101.SCH XBRL Schema -- mapt-20220930 XSD 129K
56: JSON XBRL Instance as JSON Data -- MetaLinks 243± 324K
57: ZIP XBRL Zipped Folder -- 0001640334-22-002454-xbrl Zip 146K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended i September 30, 2022
Commission file number: i 000-55797
i MAPTELLIGENT, INC. |
i Nevada |
| i 88-0203182 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification Number) |
i 2381 St Rose Pkwy, i Suite 297
(Address of principal executive offices and former company)
i 415- i 990-8141
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. i Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). i Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | i Non-accelerated Filer | ☒ |
Accelerated filer | ☐ | Smaller reporting company | i ☒ |
Emerging growth company | i ☒ |
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. i ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i ☐ No ☒
Number of outstanding shares of common stock as of November 14, 2022 was i 476,286,450.
MAPTELLIGENT, INC.
|
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Item 1. | Financial Statements: |
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| Balance Sheets – as of September 30, 2022 and December 31, 2021 (Unaudited) |
| 3 |
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| 4 |
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| 5-6 |
| |
| Statements of Cash Flows – for the Nine Months Ended September 30, 2022 and 2021 (Unaudited) |
| 7 |
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| 8 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 17 |
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| 22 |
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| 22 |
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| 24 |
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| 26 |
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| 2 |
| Table of Contents |
MAPTELLIGENT, INC.
(Unaudited)
|
| September 30, |
|
|
| |||
|
| 2022 |
|
| 2021 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | i 475,451 |
|
| $ | i 966,682 |
|
Prepaid expenses |
|
| i 1,834 |
|
|
| i - |
|
Note receivable - related party |
|
| i 152,042 |
|
|
| i 152,042 |
|
Due from related party |
|
| i 41,000 |
|
|
| i 41,000 |
|
Total current assets |
|
| i 670,327 |
|
|
| i 1,159,724 |
|
|
|
|
|
|
|
|
|
|
Noncurrent assets |
|
|
|
|
|
|
|
|
Equipment, net |
|
| i 50,800 |
|
|
| i - |
|
Total Assets |
| $ | i 721,127 |
|
| $ | i 1,159,724 |
|
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|
|
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|
|
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|
Liabilities and Stockholders' Deficit |
|
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Current Liabilities |
|
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|
|
|
|
|
Accounts payable |
| $ | i 16,885 |
|
| $ | i 22,716 |
|
Accrued payroll |
|
| i 104,472 |
|
|
| i 106,415 |
|
Accrued interest |
|
| i 222,441 |
|
|
| i 151,709 |
|
Notes payable |
|
| i 440,000 |
|
|
| i 384,708 |
|
Convertible notes payable |
|
| i 573,008 |
|
|
| i 692,433 |
|
Derivative liability |
|
| i 1,628,274 |
|
|
| i 5,159,248 |
|
Common stock payable |
|
| i - |
|
|
| i 24,500 |
|
Total Current Liabilities |
|
| i 2,985,080 |
|
|
| i 6,541,729 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
| i 2,985,080 |
|
|
| i 6,541,729 |
|
|
|
|
|
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|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
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|
|
Preferred stock: i 2,011,000 authorized; $ i 0.00001 par value; |
|
|
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|
|
|
|
Preferred A, i 1,000,000 shares designated, i 98,796 shares issued and outstanding |
|
| i 1 |
|
|
| i 1 |
|
Preferred C, i 1,000 shares designated, i 20 shares issued and outstanding |
|
| i - |
|
|
| i - |
|
Common stock: i 10,000,000,000 authorized; $ i 0.00001 par value i 453,677,754 and i 246,296,788 shares issued and outstanding, respectively |
|
| i 4,537 |
|
|
| i 2,463 |
|
Additional paid in capital |
|
| i 33,765,890 |
|
|
| i 33,498,025 |
|
Accumulated deficit |
|
| ( i 36,034,381 | ) |
|
| ( i 38,882,494 | ) |
Total Stockholders' Deficit |
|
| ( i 2,263,953 | ) |
|
| ( i 5,382,005 | ) |
Total Liabilities and Stockholders' Deficit |
| $ | i 721,127 |
|
| $ | i 1,159,724 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
| Table of Contents |
MAPTELLIGENT, INC.
(Unaudited)
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
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| |||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
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|
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| ||||
Revenue |
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
|
|
|
|
|
|
|
|
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|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| i 38,247 |
|
|
| i 154,118 |
|
|
| i 112,130 |
|
|
| i 293,696 |
|
Professional fees |
|
| i 37,441 |
|
|
| i 11,433 |
|
|
| i 143,240 |
|
|
| i 70,339 |
|
Compensation and payroll taxes |
|
| i 84,329 |
|
|
| i 96,925 |
|
|
| i 243,139 |
|
|
| i 576,603 |
|
Total operating expenses |
|
| i 160,017 |
|
|
| i 262,476 |
|
|
| i 498,509 |
|
|
| i 940,638 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
Net loss from operations |
|
| ( i 160,017 | ) |
|
| ( i 262,476 | ) |
|
| ( i 498,509 | ) |
|
| ( i 940,638 | ) |
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| ( i 34,556 | ) |
|
| ( i 166,427 | ) |
|
| ( i 187,403 | ) |
|
| ( i 410,253 | ) |
Gain (loss) on change in fair value of derivative liability |
|
| ( i 145,003 | ) |
|
| ( i 262,264 | ) |
|
| i 3,446,963 |
|
|
| i 91,085,858 |
|
Gain on settlement of debt |
|
| i 400 |
|
|
| i 907 |
|
|
| i 87,062 |
|
|
| i 907 |
|
Total other income (expense) |
|
| ( i 179,159 | ) |
|
| ( i 427,784 | ) |
|
| i 3,346,622 |
|
|
| i 90,676,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
| ( i 339,176 | ) |
|
| ( i 690,260 | ) |
|
| i 2,848,113 |
|
|
| i 89,735,874 |
|
Provision for income taxes |
|
| i - |
|
|
| i - |
|
|
| i - |
|
|
| i - |
|
Net income |
| $ | ( i 339,176 | ) |
| $ | ( i 690,260 | ) |
| $ | i 2,848,113 |
|
| $ | i 89,735,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income per Common Share |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | i 0.01 |
|
| $ | i 0.93 |
|
Diluted income per Common Share |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
Basic weighted average number of common shares outstanding |
|
| i 449,388,895 |
|
|
| i 166,505,444 |
|
|
| i 350,748,875 |
|
|
| i 96,412,168 |
|
Diluted weighted average number of common shares outstanding |
|
| i 1,250,680,809 |
|
|
| i 166,505,444 |
|
|
| i 1,834,116,733 |
|
|
| i 620,579,641 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
MAPTELLIGENT, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Total |
| |||||||||||||||
|
| Series A Preferred Stock |
|
| Series C Preferred Stock |
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
| Stockholders' |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2021 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 246,296,788 |
|
| $ | i 2,463 |
|
| $ | i 33,498,025 |
|
| $ | ( i 38,882,494 | ) |
| $ | ( i 5,382,005 | ) |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
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Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 23,100,476 |
|
|
| i 231 |
|
|
| i 56,207 |
|
|
| i - |
|
|
| i 56,438 |
|
Stock issued for accounts payable |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 225,000 |
|
|
| i 2 |
|
|
| i 1,798 |
|
|
| i - |
|
|
| i 1,800 |
|
Stock issued for stock payable |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 2,000,000 |
|
|
| i 20 |
|
|
| i 20,480 |
|
|
| i - |
|
|
| i 20,500 |
|
Net income |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i - |
|
|
| i 1,692,974 |
|
|
| i 1,692,974 |
|
Balance - March 31, 2022 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 271,622,264 |
|
| $ | i 2,716 |
|
| $ | i 33,576,510 |
|
| $ | ( i 37,189,520 | ) |
| $ | ( i 3,610,293 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 140,264,518 |
|
|
| i 1,403 |
|
|
| i 149,060 |
|
|
| i - |
|
|
| i 150,463 |
|
Stock issued for stock payable |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 2,550,000 |
|
|
| i 26 |
|
|
| i 12,224 |
|
|
| i - |
|
|
| i 12,250 |
|
Net income |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i - |
|
|
| i 1,494,315 |
|
|
| i 1,494,315 |
|
Balance - June 30,2022 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 414,436,782 |
|
| $ | i 4,145 |
|
| $ | i 33,737,794 |
|
| $ | ( i 35,695,205 | ) |
| $ | ( i 1,953,265 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 38,940,972 |
|
|
| i 389 |
|
|
| i 27,649 |
|
|
| i - |
|
|
| i 28,038 |
|
Stock issued for compensation |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 300,000 |
|
|
| i 3 |
|
|
| i 447 |
|
|
| i - |
|
|
| i 450 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| ( i 339,176 | ) |
|
| ( i 339,176 | ) |
Balance - September 30, 2022 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 453,677,754 |
|
| $ | i 4,537 |
|
| $ | i 33,765,890 |
|
| $ | ( i 36,034,381 | ) |
| $ | ( i 2,263,953 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
| Table of Contents |
MAPTELLIGENT, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONT’D)
For the Nine Months Ended September 30, 2022 and 2021
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Total |
| |||||||||||||||
|
| Series A Preferred Stock |
|
| Series C Preferred Stock |
|
| Common Stock |
|
| Paid in |
|
| Accumulated |
|
| Stockholders' |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2020 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 23,712,522 |
|
| $ | i 237 |
|
| $ | i 23,709,863 |
|
| $ | ( i 129,645,375 | ) |
| $ | ( i 105,935,274 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for stock payable |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 43,425 |
|
|
| i - |
|
|
| i 19,000 |
|
|
| i - |
|
|
| i 19,000 |
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 30,770,438 |
|
|
| i 308 |
|
|
| i 4,342,303 |
|
|
| i - |
|
|
| i 4,342,611 |
|
Stock issued for settlement of debt - related party |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| - |
|
|
| i 1,281,787 |
|
|
| i 13 |
|
|
| i 1,873,727 |
|
|
| i - |
|
|
| i 1,873,740 |
|
Net income |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
|
|
|
|
| i - |
|
|
| i - |
|
|
| i 82,995,055 |
|
|
| i 82,995,055 |
|
Balance - March 31, 2021 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 55,808,172 |
|
| $ | i 558 |
|
| $ | i 29,944,893 |
|
| $ | ( i 46,650,320 | ) |
| $ | ( i 16,704,868 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for cash |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 48,400,000 |
|
|
| i 484 |
|
|
| i 458,516 |
|
|
| i - |
|
|
| i 459,000 |
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 26,601,882 |
|
|
| i 266 |
|
|
| i 1,695,342 |
|
|
| i - |
|
|
| i 1,695,608 |
|
Stock issued for compensation |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 1,000,000 |
|
|
| i 10 |
|
|
| i 11,990 |
|
|
| i - |
|
|
| i 12,000 |
|
Stock issued for compensation - related party |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 11,166,667 |
|
|
| i 112 |
|
|
| i 111,555 |
|
|
| i - |
|
|
| i 111,667 |
|
Settlement of debt - related party |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 173,299 |
|
|
| i - |
|
|
| i 173,299 |
|
Net income |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i - |
|
|
| i 7,431,079 |
|
|
| i 7,431,079 |
|
Balance - June 30,2021 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 142,976,721 |
|
| $ | i 1,430 |
|
| $ | i 32,395,595 |
|
| $ | ( i 39,219,241 | ) |
| $ | ( i 6,822,215 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for cash |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 42,500,000 |
|
|
| i 425 |
|
|
| i 424,575 |
|
|
| i - |
|
|
| i 425,000 |
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 15,000,000 |
|
|
| i 150 |
|
|
| i 178,350 |
|
|
| i - |
|
|
| i 178,500 |
|
Stock issued for compensation |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 3,553,400 |
|
|
| i 35 |
|
|
| i 71,665 |
|
|
| i - |
|
|
| i 71,700 |
|
Stock issued for compensation - related party |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 116,667 |
|
|
| i 1 |
|
|
| i 1,165 |
|
|
| i - |
|
|
| i 1,166 |
|
Settlement of debt - related party |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i 447 |
|
|
| i - |
|
|
| i 447 |
|
Net loss |
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| - |
|
|
| i - |
|
|
| i - |
|
|
| ( i 690,260 | ) |
|
| ( i 690,260 | ) |
Balance - September 30, 2021 |
|
| i 98,796 |
|
| $ | i 1 |
|
|
| i 20 |
|
| $ | i - |
|
|
| i 204,146,788 |
|
| $ | i 2,041 |
|
| $ | i 33,071,797 |
|
| $ | ( i 39,909,501 | ) |
| $ | ( i 6,835,662 | ) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
MAPTELLIGENT, INC.
(Unaudited)
|
| Nine Months Ended |
| |||||
|
|
| ||||||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income |
| $ | i 2,848,113 |
|
| $ | i 89,735,874 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
| i 101,617 |
|
|
| i 325,485 |
|
Amortization of equipment |
|
| i 3,628 |
|
|
| i - |
|
Common stock issued for compensation |
|
| i 9,100 |
|
|
| i 223,383 |
|
Change in fair value of derivative liability |
|
| ( i 3,446,963 | ) |
|
| ( i 91,085,858 | ) |
Gain on settlement of debt |
|
| ( i 87,062 | ) |
|
| ( i 907 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| ( i 4,031 | ) |
|
| ( i 14,182 | ) |
Accrued payroll |
|
| ( i 1,943 | ) |
|
| i 7,413 |
|
Accrued interest |
|
| i 84,572 |
|
|
| i 84,768 |
|
Prepaid expenses |
|
| ( i 1,834 | ) |
|
| - |
|
Net Cash used in Operating Activities |
|
| ( i 494,803 | ) |
|
| ( i 724,024 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Advances to related party |
|
| i - |
|
|
| ( i 7,500 | ) |
Purchases of equipment |
|
| ( i 54,428 | ) |
|
| i - |
|
Net Cash used in Investing Activities |
|
| ( i 54,428 | ) |
|
| ( i 7,500 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
| i - |
|
|
| i 884,000 |
|
Proceeds from convertible notes payable |
|
| i 70,000 |
|
|
| i 335,000 |
|
Repayments on convertible notes payable |
|
| ( i 12,000 | ) |
|
| i - |
|
Debt to be settled |
|
| i - |
|
|
| ( i 84,406 | ) |
Proceeds from notes payable |
|
| i - |
|
|
| i 195,000 |
|
Net Cash provided by Financing Activities |
|
| i 58,000 |
|
|
| i 1,329,594 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| ( i 491,231 | ) |
|
| i 598,070 |
|
Cash, beginning of period |
|
| i 966,682 |
|
|
| i 61,572 |
|
Cash, end of period |
| $ | i 475,451 |
|
| $ | i 659,642 |
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | i 1,250 |
|
| $ | i - |
|
Cash paid for taxes |
| $ | i - |
|
| $ | i - |
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing transactions: |
|
|
|
|
|
|
|
|
Conversion of notes payable and accrued interest to common stock |
| $ | i 234,939 |
|
| $ | i 6,216,719 |
|
Common stock issued for stock payable |
| $ | i 33,200 |
|
| $ | i 19,000 |
|
Common stock issued for payment of accounts payable |
| $ | i 1,800 |
|
| $ | i - |
|
Derivative liability recognized as debt discounts |
| $ | i - |
|
| $ | i 281,533 |
|
Settlement of debt - related party |
| $ | i - |
|
| $ | i 173,299 |
|
Stock issued for settlement of related party debt |
| $ | i - |
|
| $ | i 1,873,740 |
|
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
| Table of Contents |
MAPTELLIGENT, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
i
NOTE 1 - DESCRIPTION OF BUSINESS:
The Company is a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. The Company re-domiciled to the state of Nevada and changed its name to X Rail Enterprises, Inc. on November 5, 2015, at which time its primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, the Company changed its name to Las Vegas Xpress, Inc. On April 13, 2020, the Company entered into an asset purchase agreement (the “Agreement”) with an entity affiliated with the Company’s CEO, whereby the Company would acquire certain intellectual property in connection with a planned change in business to assist first responders with data access and transfer in times of crisis using geospatial technology.
i
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation:
i
The accompanying unaudited interim financial statements of Maptelligent, Inc., (the “Company”) are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021.
Use of Estimates:
i
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future.
Fair Value of Financial Instruments:
i
The Company follows ASC 820, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement
/
| 8 |
| Table of Contents |
The following table summarizes fair value measurements by level, measured at fair value on a recurring basis:
i
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| |||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ | i - |
|
| $ | i - |
|
| $ | i 1,628,274 |
|
| $ | i 1,628,274 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| |||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
|
| i - |
|
|
| i - |
|
|
| i 5,159,248 |
|
|
| i 5,159,248 |
|
Derivative Financial Instruments
i
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Equipment
i
Equipment, consisting of geospatial scanners and software is reported at cost less accumulated depreciation and impairment, if any. Depreciation expense is recognized over the assets’ estimated useful lives of five years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.
Long-Lived Assets
i
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Recent Accounting Pronouncements
i
In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has early adopted the ASU and determined that there has been no material impact to the financial statements.
i
NOTE 3 – GOING CONCERN
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company used net cash in operating activities of $ i 494,803 for the nine months ended September 30, 2022, and had an accumulated deficit of $ i 36,034,381and a negative working capital of $ i 2,314,753 as of September 30, 2022. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.
While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.
Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieve profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
/
| 9 |
| Table of Contents |
i
NOTE 4 - EQUIPMENT
i
|
|
|
|
| ||||||||||||||||||||
|
| Cost |
|
| Accumulated Depreciation |
|
| Net Book Value |
|
| Cost |
|
| Accumulated Depreciation |
|
| Net Book Value |
| ||||||
Equipment |
| $ | i 50,753 |
|
| $ | ( i 3,383 | ) |
| $ | i 47,370 |
|
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
Software |
|
| i 3,675 |
|
|
| ( i 245 | ) |
|
| i 3,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equipment |
| $ | i 54,428 |
|
| $ | ( i 3,628 | ) |
| $ | i 50,800 |
|
| $ | i - |
|
| $ | i - |
|
| $ | i - |
|
Depreciation expense for the nine months ending September 30, 2022 and 2021, was $ i 3,628 and $ i 0, respectively.
/i
NOTE 5 - NOTES PAYABLE
Notes payable
As of September 30, 2022 and December 31, 2021, the Company has notes payable as follows:
i
|
| September 30, |
|
|
| |||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Notes payable |
| $ | i 440,000 |
|
| $ | i 440,000 |
|
|
|
| i 440,000 |
|
|
| i 440,000 |
|
Less debt discount |
|
| i - |
|
|
| ( i 55,292 | ) |
Total outstanding notes payable |
| $ | i 440,000 |
|
| $ | i 384,708 |
|
During the nine months ended September 30, 2022 and 2021, the Company recorded debt discount amortization of $ i 55,292 and $ i 82,614, respectively, and interest expense of $ i 39,492 and $ i 36,599, respectively. As of September 30, 2022 and December 31, 2021, the Company had accrued interest of $ i 90,990 and $ i 51,498, respectively.
Notes payable issued in Fiscal year 2020
On December 10, 2020 (the “Closing Date”), the Company entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company purchased two promissory notes, each with a principal amount of $ i 220,000, for a total principal amount of $ i 440,000. The first Note (“Initial Note”) was issued by the Company on the Closing Date and second Note was issued in February 2021. The Initial Note has an interest rate of i 12% per annum and a maturity date of i June 10, 2022. The Company received $ i 195,000 from the Initial Note and recorded $ i 25,000 as debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant (“Warrant”) to acquire i 146,667 shares of Common Stock at an exercise price of $ i 1.50 per share. The Warrant contains a cashless exercise provision and expires on the fifth anniversary of the Warrant’s issuance date. The Company identified conversion features embedded within warrants issued during the period ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. The Company accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $ i 92,400 as debt discount. During the year ended December 31, 2020, the Company recorded amortization of discount of $ i 6,755. As of September 30, 2022 the Initial Note is in default. Any amount of Principal or Interest on the Initial Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent ( i 24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. Subsequent to September 30, 2022, the Initial Note was amended for payments to be made: $ i 50,000 in October 2022, $ i 50,000 in December 2022 and $ i 120,000 plus all accrued interest in March 2023 (Note 12).
Notes payable issued in Fiscal year 2021
On February 10, 2021, the second note payable (“Second Note”), as part of the Securities Purchase Agreement entered into on the Closing Date was issued. The Second Note has an interest rate of i 12% per annum and a maturity date of i August 10, 2022. The Company received $ i 195,000 and recorded $ i 25,000 as debt discount. In addition, the Company issued a warrant to acquire i 146,667 shares of Common Stock at an exercise price of $ i 1.50 per share. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. The Company accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $ i 31,533 as debt discount. During the year ended December 31, 2021, on the two notes the Company recorded total amortization of debt discount of $ i 111,886. As of September 30, 2022 the Second Note is in default. Any amount of Principal or Interest on the Second Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent ( i 24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. Subsequent to September 30, 2022, the Second Note was amended for payments to be made: $ i 50,000 in October 2022, $ i 50,000 in December 2022 and $ i 120,000 plus all accrued interest in March 2023 (Note 12).
/
| 10 |
| Table of Contents |
i
NOTE 6 - CONVERTIBLE NOTES PAYABLE
The Company has convertible notes payable as follows:
i
|
| September 30, |
|
|
| |||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year |
| $ | i 18,260 |
|
| $ | i 18,260 |
|
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand |
|
| i - |
|
|
| i 12,000 |
|
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 |
|
| i 33,249 |
|
|
| i 33,249 |
|
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019 |
|
| i 50,000 |
|
|
| i 50,000 |
|
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019 |
|
| i 50,000 |
|
|
| i 50,000 |
|
Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021 |
|
| i 200,000 |
|
|
| i 200,000 |
|
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 |
|
| i 50,000 |
|
|
| i 50,000 |
|
Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022 |
|
| i 100,000 |
|
|
| i 100,000 |
|
Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022 |
|
| i - |
|
|
| i 53,750 |
|
Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022 |
|
| i - |
|
|
| i 38,750 |
|
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022 |
|
| i - |
|
|
| i 43,750 |
|
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022 |
|
| i - |
|
|
| i 43,750 |
|
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022 |
|
| i - |
|
|
| i 43,750 |
|
Promissory note, dated April 29, 2022, bearing interest of 10% annually, payable on April 29, 2023 |
|
| i 38,750 |
|
|
| i - |
|
Promissory note, dated July 14, 2022, bearing interest of 10% annually, payable on July 14, 2023 |
|
| i 39,250 |
|
|
| i - |
|
Convertible notes before debt discount |
|
| i 579,509 |
|
|
| i 737,259 |
|
Less debt discount |
|
| ( i 6,501 | ) |
|
| ( i 44,826 | ) |
Total outstanding convertible notes payable |
| $ | i 573,008 |
|
| $ | i 692,433 |
|
During the nine months ended September 30, 2022 and 2021, the Company made principal payments of $ i 12,000 and $ i 0, respectively, and recognized interest expense of $ i 46,331 and $ i 48,169 and amortization of debt discount, included in interest expense, of $ i 46,325 and $ i 242,871, respectively. As of September 30, 2022 and December 31, 2021, the Company recorded accrued interest of $ i 131,451 and $ i 100,210, respectively.
Conversion
During the nine months ended September 30, 2022, the Company converted convertible note principal of $ i 223,750 and accrued interest of $ i 11,189 for total debt of $ i 234,939 into i 202,305,966 shares of common stock. The corresponding derivative liability at the date of conversion of $ i 84,011, was settled through additional paid in capital.
/
| 11 |
| Table of Contents |
The Company has entered into various convertible notes with variable conversion rates that create derivative liabilities. A description of outstanding convertible notes payable is as follows:
Promissory Notes - Issued in fiscal year 2017
During the year ended December 31, 2017, the Company issued a total of $ i 265,900 of notes with the following terms:
| · | i Terms ranging from 9 months to 12 months. Certain note is due on demand. |
| · | Annual interest rates of i 4% - i 12%. |
| · | Convertible at the option of the holders at issuance. |
| · | i Conversion prices are typically based on the discounted (35 - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price. |
| · | Certain notes are currently in default. Default interest rates are i 24%. |
Promissory Notes - Issued in fiscal year 2018
During the year ended December 31, 2018, the Company issued a total of $ i 325,000 of notes with the following terms:
| · | i Terms ranging from 6 months to 12 months. |
| · | Annual interest rates of i 8% - i 12%. |
| · | Convertible at the option of the holders at issuance. |
| · | i Conversion prices are typically based on the discounted (25 - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001. |
| · | Notes are currently in default. Default interest rates are i 24%. |
Promissory Notes - Issued in fiscal year 2020
During the year ended December 31, 2020, the Company issued a note of $ i 100,000 with the following terms:
| · | i Term is 12 months. |
| · | Annual interest rate of i 10%. |
| · | Convertible at the option of the holders at issuance. |
| · | i Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days |
During the year ended December 31, 2021, the Company issued an additional tranche of $ i 100,000.
Promissory Notes - Issued in fiscal year 2021
During the year ended December 31, 2021, the Company issued a total of $ i 373,750 in notes with the following terms:
| · | i Term is 12 months. |
| · | Annual interest rate of i 10%. |
| · | Convertible at the option of the holders at issuance. |
| · | i Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. |
The notes include original issue discounts and financing costs of $ i 18,750 and the Company received cash of $ i 355,000.
Promissory Notes - Issued in fiscal year 2022
During the nine months ended September 30, 2022, the Company issued a total of $ i 78,000 in notes with the following terms:
| · | i Term is 12 months. |
| · | Annual interest rate of i 10%. |
| · | Convertible at the option of the holders at issuance. |
| · | i Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. |
The notes include original issue discounts and financing costs of $ i 8,000 and the Company received cash of $ i 70,000.
| 12 |
| Table of Contents |
Derivative liabilities
The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note.
The Company issued $ i 78,000 of notes with conversion features and assessed them in accordance with ASC 815 and determined there was no derivative liability associated with the notes during the nine months ended September 30, 2022.
The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2021 amounted to $ i 606,699. $ i 250,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $ i 356,699 was recognized as a “day 1” derivative loss.
i
NOTE 7 - WARRANTS
During the year ended December 31, 2021, the Company issued i 146,667 warrants with an exercise price of $ i 1.50 per common share, for a period of i 5 years (Note 5).
The Company determined that the warrants qualify for derivative accounting as a result of the reset feature, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options.
The following summarizes the Company’s warrant activity:
i
|
|
|
| Weighted average |
|
| Weighted average |
| ||||
|
| Warrants |
|
| exercise price |
|
| remaining life (Year) |
| |||
Outstanding - December 31, 2020 |
|
| i 146,667 |
|
| $ | i 1.50 |
|
|
| i 4.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
| i 146,667 |
|
|
| i 1.50 |
|
|
| i 5.00 |
|
Outstanding - December 31, 2021 |
|
| i 293,334 |
|
| $ | i 1.50 |
|
|
| i 4.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
| - |
|
|
| i - |
|
|
| - |
|
Outstanding - September 30, 2022 |
|
| i 293,334 |
|
| $ | i 1.50 |
|
|
| i 3.28 |
|
The intrinsic value of the warrants as of September 30, 2022 is $ i 0. All of the outstanding warrants are exercisable as of September 30, 2022.
/i
NOTE 8 - DERIVATIVE INSTRUMENTS
The Company analyzed the conversion options in its convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the discounted variable-rate conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.
| 13 |
| Table of Contents |
The estimated fair values of the liabilities measured on a recurring basis are as follows:
i
|
| Nine Months |
|
| Year ended | ||
|
| September 30, |
|
| |||
|
| 2022 |
|
| 2021 | ||
Expected life in years |
| i 3.2 - i 3.37 years |
|
| i 0.12 - i 5 years | ||
Stock price volatility |
| i 956% - i 10.07 | % |
| i 135% - i 14.56 | % | |
Discount rate |
|
| i 4.25 | % |
| i 0.04% - i 1.26 | % |
Expected dividends |
| None |
|
| None | ||
The following table summarizes the changes in the derivative liabilities:
i
Fair Value Measurements Using Significant Observable Inputs (Level 3) |
| |||
|
|
|
| |
Balance - December 31, 2020 |
| $ | i 102,361,488 |
|
|
|
|
|
|
Addition of new derivatives recognized as debt discounts |
|
| i 281,533 |
|
Addition of new derivatives recognized as loss on derivatives |
|
| i 356,699 |
|
Settled upon conversion of debt |
|
| ( i 4,978,926 | ) |
Gain on change in fair value of the derivative |
|
| ( i 92,861,546 | ) |
Balance - December 31, 2021 |
| $ | i 5,159,248 |
|
|
|
|
|
|
Addition of new derivatives recognized as debt discounts |
|
| i - |
|
Addition of new derivatives recognized as loss on derivatives |
|
| i - |
|
Settled upon conversion of debt |
|
| ( i 84,011 | ) |
Gain on change in fair value of the derivative |
|
| ( i 3,446,963 | ) |
Balance - September 30, 2022 |
| $ | i 1,628,274 |
|
The aggregate (gain) loss on derivatives was as follows:
i
|
| Nine Months Ended |
| |||||
|
| September 30, |
|
|
| |||
|
| 2022 |
|
| 2021 |
| ||
Addition of new derivatives recognized as loss on derivatives |
| $ | i - |
|
| $ | i 356,699 |
|
Change in fair value of the derivative |
|
| ( i 3,446,963 | ) |
|
| ( i 91,442,557 | ) |
|
| $ | ( i 3,446,963 | ) |
| $ | ( i 91,085,858 | ) |
i
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company takes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month-to-month basis for $ i 75 a month.
/
| 14 |
| Table of Contents |
Litigation
On July 15, 2022, the Company filed a lawsuit with the Eight Circuit District Court in Clark County, Nevada, naming Albert Koenigsberg and Geocommand, Inc. as defendants. The Company is seeking relief for breach of contract, breach of the covenant of good faith and fair dealing, conversion, unjust enrichment, and breach of fiduciary duty. The Company’s allegations include, among other claims, that Mr. Koenigsberg, during his prior time as an executive of the Company, utilized unauthorized funds, entered into improper agreements, and unaccounted for the Company’s finances. While the Company believes it will prevail in this case before the court, no assurances can be made as to the final outcome.
i
NOTE 10 - EQUITY
Authorization of Common and Preferred Stock
The Company is authorized to issue i 10,000,000,000 shares of common stock and i 1,000,000 shares of preferred A ( i each share convertible on one for one base for common stock, no voting rights), i 10,000 shares of preferred A-2 ( i each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), i 1,000,000 shares of preferred B ( i each share convertible into 10 shares of common stock and has 10 votes for any election) and i 1,000 shares of preferred C ( i each share is not convertible and has voting rights equal to four times the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding).
Preferred A Stock
As of September 30, 2022 and December 31, 2021, i 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.
Preferred C Stock
As of September 30, 2022 and December 31, 2021, i 20 shares of the Company’s Preferred C Stock were issued and outstanding.
Common Stock
During the nine months ended September 30, 2022, the Company issued i 207,380,966 common shares as follows:
| · | i 202,305,966 shares of common stock for conversion of debt of $ i 234,939. |
| · | 4,850,000 shares of common stock for current year compensation (2,450,000 shares) and stock payable for prior year compensation (2,400,000 shares) of $33,200. |
| · | 225,000 shares of common stock for payment of accounts payable of $1,800. |
Stock Payable
As of September 30, 2022 and December 31, 2021, the Company reported stock payable of $ i 0 and $ i 24,500, respectively, which is i 0 and i 2,400,000 shares to be issued, respectively.
/
| 15 |
| Table of Contents |
i
NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE
Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.
i
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
|
| |||||||||||
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
| $ | ( i 339,176 | ) |
| $ | ( i 690,260 | ) |
| $ | i 2,848,113 |
|
| $ | i 89,735,874 |
|
(Gain) loss on change in fair value of derivatives |
|
| i 145,003 |
|
|
| i 262,264 |
|
|
| ( i 3,446,963 | ) |
|
| ( i 91,085,858 | ) |
Interest on convertible debt |
|
| i 17,245 |
|
|
| i 12,906 |
|
|
| i 46,331 |
|
|
| i 33,789 |
|
Net income (loss) - diluted |
| $ | ( i 176,928 | ) |
| $ | ( i 415,090 | ) |
| $ | ( i 552,519 | ) |
| $ | ( i 1,316,195 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
| i 449,388,895 |
|
|
| i 166,505,444 |
|
|
| i 350,748,875 |
|
|
| i 96,412,168 |
|
Effect of dilutive shares |
|
| i 801,291,914 |
|
|
| - |
|
|
| i 1,483,367,858 |
|
|
| i 524,167,473 |
|
Diluted |
|
| i 1,250,680,809 |
|
|
| i 166,505,444 |
|
|
| i 1,834,116,733 |
|
|
| i 620,579,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | i 0.01 |
|
| $ | i 0.93 |
|
Diluted |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
| $ | ( i 0.00 | ) |
For the nine months ended September 30, 2022 and 2021, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from earnings (loss) per share.
/i
NOTE 12 - SUBSEQUENT EVENTS
On October 12, 2022, the Company amended two notes payable dated December 10, 2020 and February 10, 2021 for a total of $ i 440,000 for payments to be made: $ i 100,000 during October 2022, $ i 100,000 during December 2022, and $ i 240,000 plus all accrued interest on or before March 29, 2023. Subsequent to September 30, 2022, the October payments were made according to the scheduled payments.
On November 3, 2022, $ i 10,400 of principle of a convertible note was converted at $ i 0.00046 to i 22,608,696 common shares.
/
| 16 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This quarterly report on Form 10-Q and other reports filed by Maptelligent, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.
The following discussion should be read in conjunction with the attached unaudited consolidated financial statements and notes thereto, and our audited consolidated financial statements and related notes for our fiscal year ended December 31, 2021 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022.
Business Overview
Maptelligent delivers easy-to-use web and mobile applications for teams to explore, enhance and collaborate on projects using data from multiple systems in a geospatial context. Maptelligent digital twin solution set provides interconnectivity, automation, and access to real-time data. We enable visibility into information and documents that your teams are managing, so that they can measure progress, understand risks and costs, and communicate seamlessly with stakeholders. Maptelligent implementing innovative technology, allowing customers to model their operations and solve today’s complex business problems. Using the latest in remote capture technology (LIDAR, Photogrammetry), building information, modeling and location intelligence delivers customized digital twin and Industry 4.0 applications. Maptelligent, Inc., provides customers a secure web application with a flexible framework on Esri’s ArcGIS Platform technology. This approach provides cost effective, customized solutions, which are tailored to our customers’ unique disparate data and operational requirements. Coupled with cloud interoperability, Maptelligent, Inc., delivers an innovative, easy-to-use web-based experience by integrating multiple operations, including asset management, building automation and control, interdisciplinary coordination, scheduling, cost estimating, and integrated construction specifications.
Digital twin technology is a critical component of Industry 4.0, the ongoing automation of traditional manufacturing and industrial practices, using modern smart technology. In simple terms, digital twin is the virtual replica of real-world objects, including physical objects, processes, relationships, and behaviors. These models of real-world objects, through the use of Maptelligent capabilities, can be implemented into common operational pictures, for unique real-time integrated understanding of your environment. Maptelligent, Inc., provides web and mobile solutions that leverage the latest in no code/low code development capability. This provides cost effective, customized solutions, which are tailored to our customers’ unique disparate data and operational requirements. Coupled with cloud interoperability, the Maptelligent, Inc., solution delivers an innovative, easy-to-use web-based experience by integrating multiple operations, including asset management, building automation and control, interdisciplinary coordination, scheduling, cost estimating, and integrated construction specifications.
Critical Accounting Policies
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates, judgments and assumptions that affect the amounts reported in our financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:
| · | Use of Estimates |
| · | Derivative liability |
| · | Stock-based Compensation |
| · | Income Taxes |
| 17 |
| Table of Contents |
While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to the Financial Statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future.
Derivative Liability
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Stock-based Compensation
The Company issues stock, options and warrants as share-based compensation to employees and non-employees.
The Company accounts for its share-based compensation to employees and non-employees in accordance ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Results of Operations
The following are the results of our continuing operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021:
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense |
|
| 160,017 |
|
|
| 262,476 |
|
|
| (102,459 | ) |
| (39 | %) | |
Other income (expense) |
|
| (179,159 | ) |
|
| (427,784 | ) |
|
| 248,625 |
|
| (58 | %) | |
Net income (loss) |
| $ | (339,176 | ) |
| $ | (690,260 | ) |
| $ | 351,084 |
|
| (51 | %) | |
| 18 |
| Table of Contents |
Revenue
During the three months ended September 30, 2022 and 2021, the Company did not generate any revenue.
Operating Expenses
|
| Three Months Ended |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative |
| $ | 38,247 |
|
| $ | 154,118 |
|
| $ | (115,871 | ) |
| (75 | %) | |
Professional fee |
|
| 37,441 |
|
|
| 11,433 |
|
|
| 26,008 |
|
|
| 227 | % |
Compensation and payroll taxes |
|
| 84,329 |
|
|
| 96,925 |
|
|
| (12,596 | ) |
| (13 | %) | |
Total operating expenses |
| $ | 160,017 |
|
| $ | 262,476 |
|
| $ | (102,459 | ) |
| (39 | %) | |
Compensation and payroll taxes decreased by $12,596, or 13%, for the three months ended September 30, 2022, as compared to 2021. The decrease in compensation expense in the current period is primarily due to the decrease of stock issuances to officers and directors as non-cash compensation in stock and employees’ payroll compared to 2021. Professional fees increased by $26,008, or 227%, for the three months ended September 30, 2022, as compared to the same period in 2021 primarily due to consulting and accounting fees. General and administrative expenses decreased by $115,871, or 75%, for the three months ended September 30, 2022, as compared to the same period in 2021. The decrease in general and administrative expenses is primarily due to reductions in software design costs offset by increases in marketing expenses.
Other Income (Expense)
| Three Months Ended |
|
|
| |||||||||
|
|
|
| ||||||||||
| 2022 |
|
| 2021 | Change |
| % | ||||||
|
|
|
| ||||||||||
Interest expense |
| $ | (34,556) |
|
| $ | (166,427) | $ | 131,871 | (79 | %) | ||
Gain on settlement of debt |
|
| 400 |
|
|
| 907 |
|
| (507 | ) | (56 | %) |
Change in fair value of derivative liability |
| (145,003) |
|
| (262,264) | 117,261 | (45 | %) | |||||
Total other income (expense) |
| $ | (179,159) |
|
| $ | (427,784) | $ | 248,625 | (58 | %) | ||
The decrease in other income was due to a decrease in gain on change in fair value of derivative liability, from an accounting estimate primarily from the conversion feature of one convertible promissory note, and less amortization of discounts on convertible notes as interest expense.
The following are the results of our continuing operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021:
|
| Nine Months Ended |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| - |
|
Operating expense |
|
| 498,509 |
|
|
| 940,638 |
|
|
| (442,129 | ) |
| (47 | %) | |
Other income (expense) |
|
| 3,346,622 |
|
|
| 90,676,512 |
|
|
| (87,329,890 | ) |
| (96 | %) | |
Net income (loss) |
| $ | 2,848,113 |
|
| $ | 89,735,874 |
|
| $ | (86,887,761 | ) |
| (97 | %) | |
Revenue
During the nine months ended September 30, 2022 and 2021, the Company did not generate any revenue.
| 19 |
| Table of Contents |
Operating Expenses
|
| Nine Months Ended |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
General and administrative |
| $ | 112,130 |
|
| $ | 293,696 |
|
| $ | (181,566 | ) |
| (62 | %) | |
Professional fee |
|
| 143,240 |
|
|
| 70,339 |
|
|
| 72,901 |
|
|
| 104 | % |
Compensation and payroll taxes |
|
| 243,139 |
|
|
| 576,603 |
|
|
| (333,464 | ) |
| (58 | %) | |
Total operating expenses |
| $ | 498,509 |
|
| $ | 940,638 |
|
| $ | (442,129 | ) |
| (47 | %) | |
Compensation and payroll taxes decreased by $333,464, during the nine months ended September 30, 2022 as compared to 2021. The decrease in compensation expense in the current period is primarily due to employees’ payroll and stock based compensation. Professional fees increased by $72,901 during the nine months ended September 30, 2022 as compared to the same period in 2021 primarily due to legal and accounting fees. General and administrative expenses decreased by $181,566 during the nine months ended September 30, 2022 as compared to 2021. The decrease in general and administrative expenses is primarily due to an increase in marketing and decrease in software expenses.
Other Income (Expense)
|
| Nine Months Ended |
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % | ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
| $ | (187,403 | ) |
| $ | (410,253 | ) |
| $ | 222,850 |
|
| (54 | %) |
Gain on settlement of debt |
|
| 87,062 |
|
|
| 907 |
|
|
| 86,155 |
|
| 9499 | % |
Change in fair value of derivative liability |
|
| 3,446,963 |
|
|
| 91,085,858 |
|
|
| (87,638,895 | ) |
| (96 | %) |
Total other income (expense) |
| $ | 3,346,622 |
|
| $ | 90,676,512 |
|
| $ | (87,329,890 | ) |
| (96 | %) |
The decrease in other income was primarily due to the change in fair value of derivative liability, from an accounting estimate primarily from the conversion feature of one convertible promissory note.
Liquidity and Capital Resources
| September 30, |
|
|
|
|
| |||||||||
| 2022 |
|
| 2021 |
| Change |
| % | |||||||
Cash |
| $ | 475,451 |
|
| $ | 966,682 | $ | (491,231 | ) |
| (51 | %) | ||
|
|
|
|
|
| ||||||||||
Current assets |
| $ | 670,327 |
|
| $ | 1,159,724 | $ | (489,397 | ) |
| (42 | %) | ||
Current liabilities |
| $ | 2,985,080 |
|
| $ | 6,541,729 | $ | (3,556,649 | ) |
| (54 | %) | ||
Working capital deficiency |
| $ | (2,314,753 | ) |
| $ | (5,382,005 | ) | $ | 3,067,252 |
|
| (57 | %) | |
Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements, and otherwise operate on an ongoing basis. The Company has insufficient operating revenues so is currently dependent on debt financing and sale of equity to fund operations.
As shown in the accompanying financial statements, the Company has net income of $2,848,113 and $89,735,874 for the nine months ended September 30, 2022 and 2021, respectively. The Company also has an accumulated deficit of $36,034,381 and negative working capital of $2,314,753 as of September 30, 2022, as well as outstanding convertible notes payable of $573,008.
As of September 30, 2022, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $1.6 million, for the valuation of the discounted variable-rate conversion features on our convertible notes. Our derivative accounting estimates and disclosures should be read in conjunction with critical accounting policies and Notes 6 and 8 in our financial statements, as they are disclosed elsewhere in this report.
| 20 |
| Table of Contents |
Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.
We believe that the successful growth and operation of our business is dependent upon our ability to do the following:
| · | obtain adequate sources of debt or equity financing to pay unfunded operating expenses and fund long-term business operations; and |
| · | manage or control working capital requirements by controlling operating expenses. |
Management is attempting to raise additional capital via equity and debt offerings to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
Cash Flows
|
| Nine Months Ended |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
| ||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| % |
| ||||
Cash used in operating activities |
| $ | (494,803 | ) |
| $ | (724,024 | ) |
| $ | 229,221 |
|
| (32 | %) | |
Cash used in investing activities |
| $ | (54,428 | ) |
| $ | (7,500 | ) |
| $ | (46,928 | ) |
|
| 626 | % |
Cash provided by financing activities |
| $ | 58,000 |
|
| $ | 1,329,594 |
|
| $ | (1,271,594 | ) |
| (96 | %) | |
Cash and cash equivalents on hand |
| $ | 475,451 |
|
| $ | 659,642 |
|
| $ | (184,191 | ) |
| (28 | %) | |
Operating activities
Net cash used in operating activities for the nine months ended September 30, 2022 and 2021 was $494,803 and $724,024, respectively. During the nine months ended September 30, 2022, we generated a net income of $2,848,113, which included significant non-cash expenses of $101,617 in debt discount amortization, $9,100 in stock-based compensation, gain on settlement of debt of $87,062, $3,628 in equipment amortization, and gain of $3,446,963 in change in fair value of derivative liabilities, as well as $76,764 in changes in operating assets and liabilities. During the nine months ended September 30, 2021, we incurred a net income of $89,735,874 and the net income included significant non-cash expenses of $91,085,858 in change in fair value of derivative liabilities, debt discount amortization of $325,485, stock compensation of $223,383 and changes in operating assets and liabilities of $77,999.
Investing activities
During the nine months ended September 30, 2022, we purchased equipment and software for $54,428.
During the nine months ended September 30, 2021, net cash used in investing activities was from $7,500 in advances to a related party.
Financing activities
During the nine months ended September 30, 2022, net cash provided by financing activities was $58,000, which consisted of $12,000 paid in principal on a convertible note and $70,000 in proceeds from issuance of convertible notes payable.
Net cash provided by financing activities for the nine months ended September 30, 2021 was $1,329,594, which consisted of $884,000 in proceeds from issuance of common stock, $335,000 in proceeds from convertible notes payable, $195,000 in proceeds from notes payable, and amounts paid for debt settlement of $84,406.
| 21 |
| Table of Contents |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item. We do not hold any derivative instruments and do not engage in any hedging activities.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure 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 SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control Over Financial Reporting
In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending September 30, 2022 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
| Table of Contents |
On July 15, 2022, the Company filed a lawsuit with the Eight Circuit District Court in Clark County, Nevada, naming Albert Koenigsberg and Geocommand, Inc. as defendants. The Company is seeking relief for breach of contract, breach of the covenant of good faith and fair dealing, conversion, unjust enrichment, and breach of fiduciary duty. The Company’s allegations include, among other claims, that Mr. Koenigsberg, during his prior time as an executive of the Company, utilized unauthorized funds, entered into improper agreements, and unaccounted for the Company’s finances.
Other than disclosed above, there are no other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the nine months ended September 30, 2022, the Company issued shares of its common stock as follows, pursuant to exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder:
| · | 202,305,966 shares of common stock for conversion of debt of $234,919. |
| · | 4,850,000 shares of common stock for stock payable of $33,200. |
| · | 225,000 shares of common stock for payment of accounts payable of $1,800. |
| 23 |
| Table of Contents |
Item 3. Default Upon Senior Securities
As of the date of this Quarterly Report on Form 10-Q, the Company was in default with regards to meeting its payment obligations or with technical provisions of debt agreements in the aggregate principal amount of $440,000. During the quarter ended September 30, 2022, or in the subsequent period through the date of this report, the Company entered into default on the following debt agreements:
| · | principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. |
| · | principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, issued on February 10, 2021, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. |
The parties are in communication and are working diligently to resolve the pending default. Subsequent to September 30, 2022, the parties amended the notes for payments to be made: $100,000 in October 2022, $100,000 in December 2022 and $240,000 plus all accrued interest in March 2023 to settle the full amounts of both notes. As of the end of October 2022, the $100,000 of agreed payments were made.
Item 4. Mine Safety Disclosures
Not applicable.
As previously disclosed, on July 14, 2022, Mr. Richard Rotanz informed the Board of Directors of the Company of his resignation as a Director of the Company, among other positions held. The resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors has accepted his resignation effective July 15, 2022
| 24 |
| Table of Contents |
Exhibit No. |
| Description |
|
|
|
|
| |
|
|
|
|
|
|
101 |
| Inline XBRL DOCUMENT Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
|
|
|
104 |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| 25 |
| Table of Contents |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2022 | Maptelligent, Inc. |
| |
|
|
|
|
| By: |
| |
|
| Chief Executive Officer (Principal Executive Officer) |
|
| 26 |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/15/23 | ||||
| 7/14/23 | ||||
| 4/29/23 | ||||
| 3/29/23 | ||||
| 12/31/22 | ||||
| 12/27/22 | ||||
| Filed on: | 11/14/22 | |||
| 11/8/22 | ||||
| 11/3/22 | ||||
| 10/14/22 | ||||
| 10/12/22 | ||||
| For Period end: | 9/30/22 | |||
| 8/30/22 | ||||
| 8/10/22 | ||||
| 8/2/22 | ||||
| 7/15/22 | ||||
| 7/14/22 | 8-K | |||
| 6/10/22 | ||||
| 4/29/22 | ||||
| 3/31/22 | 10-K, 10-Q, NT 10-Q | |||
| 3/29/22 | ||||
| 2/12/22 | ||||
| 12/31/21 | 1-K, 10-K | |||
| 12/27/21 | ||||
| 11/23/21 | ||||
| 11/8/21 | ||||
| 10/14/21 | ||||
| 9/30/21 | 10-Q | |||
| 8/30/21 | ||||
| 8/2/21 | ||||
| 3/31/21 | 10-Q, NT 10-K | |||
| 3/29/21 | ||||
| 2/12/21 | 8-K | |||
| 2/10/21 | ||||
| 12/31/20 | 10-K, NT 10-K | |||
| 12/10/20 | ||||
| 11/23/20 | 10-Q, 8-K | |||
| 4/13/20 | ||||
| 4/30/19 | ||||
| 4/20/19 | ||||
| 12/31/18 | 10-K, NT 10-K | |||
| 7/5/18 | ||||
| 4/30/18 | ||||
| 4/20/18 | ||||
| 1/5/18 | ||||
| 12/31/17 | 10-K, 10-K/A | |||
| 11/4/17 | ||||
| 9/30/17 | 10-Q | |||
| 6/2/17 | ||||
| 11/5/15 | ||||
| List all Filings | ||||