10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

Commission file number: 000-55797

MAPTELLIGENT, INC.

Nevada	88-0203182
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

2381 St Rose Pkwy, Suite 297

Henderson, NV 89052

(Address of principal executive offices and former company)

415-990-8141

(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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐	Non-accelerated Filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of outstanding shares of common stock as of May 23, 2022 was 346,235,682.

MAPTELLIGENT, INC.

TABLE OF CONTENTS

		PAGE
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Balance Sheets – as of March 31, 2022 and December 31, 2021 (Unaudited)	3
	Statements of Operations - for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	4
	Statements of Stockholders’ Deficit - for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	5-6
	Statements of Cash Flows – for the Three Months Ended March 31, 2022 and 2021 (Unaudited)	7
	Notes to Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
SIGNATURES		25

2

PART I FINANCIAL INFORMATION

MAPTELLIGENT, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2022			2021
Assets
Current assets
Cash	$	790,965		$	966,682
Note receivable - related party		152,042			152,042
Due from related party		41,000			41,000
Total current assets		984,007			1,159,724
Total Assets	$	984,007		$	1,159,724
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	20,062		$	22,716
Accrued payroll		106,415			106,415
Accrued interest		175,385			151,709
Notes payable		413,343			384,708
Convertible notes payable		663,122			692,433
Derivative liability		3,204,773			5,159,248
Common stock payable		11,200			24,500
Total Current Liabilities		4,594,300			6,541,729
Total Liabilities		4,594,300			6,541,729
Stockholders’ Deficit
Preferred stock: 2,011,000 authorized; $0.00001 par value;
Preferred A, 1,000,000 shares designated, 98,796 shares issued and outstanding		1			1
Preferred C, 1,000 shares designated, 20 shares issued and outstanding, respectively		-			-
Common stock: 10,000,000,000 authorized; $0.00001 par value 271,622,264 and 246,296,788 shares issued and outstanding, respectively		2,716			2,463
Additional paid in capital		33,576,510			33,498,025
Accumulated deficit		(37,189,520	)		(38,882,494	)
Total Stockholders’ Deficit		(3,610,293	)		(5,382,005	)
Total Liabilities and Stockholders’ Deficit	$	984,007		$	1,159,724

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

MAPTELLIGENT, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2022			2021
Revenue	$	-		$	-
Operating expenses
General and administrative		40,219			43,588
Professional fees		53,825			36,146
Compensation and payroll taxes		74,781			247,663
Total operating expenses		168,825			327,397
Net loss from operations		(168,825	)		(327,397	)
Other income (expense)
Interest expense		(95,327	)		(108,383	)
Change in fair value of derivative liability		1,870,464			83,430,835
Gain on settlement of debt		86,662			-
Total other income (expense)		1,861,799			83,322,452
Income before income taxes		1,692,974			82,995,055
Provision for income taxes		-			-
Net income	$	1,692,974		$	82,995,055
Basic income per Common Share	$	0.01		$	2.10
Basic weighted average number of common shares outstanding		254,660,918			39,484,185
Diluted loss per Common Share		(0.00	)		(0.00	)
Diluted weighted average number of common shares outstanding		1,055,952,832			506,192,546

The accompanying notes are an integral part of these unaudited consolidated financial statements. 

4

MAPTELLIGENT, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2022 and 2021

 (Unaudited)

	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		98,796	$	1		20	$	-		246,296,788	$	2,463	$	33,498,025	$	(38,882,494	)	$	(5,382,005	)
Stock issued for notes and interest conversion		-		-		-		-		23,100,476		231		56,207		-			56,438
Stock issued for payment of accounts payable		-		-		-		-		225,000		2		1,798		-			1,800
Stock issued for stock payable		-		-		-		-		2,000,000		20		20,480		-			20,500
Net income		-		-		-		-		-		-		-		1,692,974			1,692,974
Balance - March 31, 2022		98,796	$	1		20	$	-		271,622,264	$	2,716	$	33,576,510	$	(37,189,520	)	$	(3,610,293	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

MAPTELLIGENT, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONT’D)

 For the Three Months Ended March 31, 2022 and 2021

 (Unaudited)

	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2020		98,796	$	1		20	$	-		23,712,522	$	237	$	23,709,863	$	(129,645,375	)	$	(105,935,274	)
Stock issued for stock payable		-		-		-		-		43,425		-		19,000		-			19,000
Stock issued for notes and interest conversion		-		-		-		-		30,770,438		308		4,342,303		-			4,342,611
Stock issued for settlement of debt - related party		-		-		-		-		1,281,787		13		1,873,727		-			1,873,740
Net income		-		-		-		-				-		-		82,995,055			82,995,055
Balance - March 31, 2021		98,796	$	1		20	$	-		55,808,172	$	558	$	29,944,893	$	(46,650,320	)	$	(16,704,868	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

MAPTELLIGENT, INC.

STATEMENTS OF CASH FLOWS

 (Unaudited)

	Three Months Ended
	March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,692,974		$	82,995,055
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount		65,074			75,783
Stock-based compensation		7,200			-
Change in fair value of derivative liability		(1,870,464	)		(83,430,835	)
Gain on settlement of debt		(86,662	)		-
Changes in operating assets and liabilities:
Accounts payable		(854	)		7,235
Accrued payroll		-			14,134
Accrued interest		29,015			32,601
Net Cash used in Operating Activities		(163,717	)		(306,027	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on due from related party		-			(7,500	)
Net Cash used in Investing Activities		-			(7,500	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		-			150,000
Repayment on convertible notes payable		(12,000	)		-
Payment on debt to be settled		-			(16,547	)
Proceeds from notes payable		-			195,000
Net Cash provided by Financing Activities		(12,000	)		328,453
Net change in cash		(175,717	)		14,926
Cash, beginning of period		966,682			61,572
Cash, end of period	$	790,965		$	76,498
Supplemental cash flow information
Cash paid for interest	$	1,250		$	-
Cash paid for taxes	$	-		$	-
Non-cash Investing and Financing transactions:
Conversion of notes payable and accrued interest to common stock	$	56,438		$	4,342,611
Common stock issued for stock payable	$	20,500		$	19,000
Common stock issued for payment of accounts payable	$	1,800		$	-
Derivative liability recognized as debt discounts	$	-		$	181,533
Stock issued for settlement of related party debt	$	-		$	1,873,740

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

MAPTELLIGENT, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2022

(Unaudited)

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation:

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. 

Risks and Uncertainties:

The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations.

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.

Fair Value of Financial Instruments:

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

The following table summarizes fair value measurements by level, measured at fair value on a recurring basis:

March 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	3,204,773	$	3,204,773

December 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	5,159,248	$	5,159,248

Derivative Financial Instruments

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.

Recent Accounting Pronouncements

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.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company.

9

The ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, results of operations and cash flows.

Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. These estimates may change, as new events occur and additional information is obtained.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net cash used in operating activities of $163,717 for the three months ended March 31, 2022. The Company also has an accumulated deficit of $37,189,520 and a negative working capital of $3,610,293 as of March 31, 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 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.

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.

10

NOTE 4 - NOTES PAYABLE

Notes payable

As of March 31, 2022 and December 31, 2021, the Company has notes payable as follows,

	March 31,			December 31,
	2022			2021
Promissory notes	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(26,657	)		(55,292	)
Total outstanding notes payable	$	413,343		$	384,708

During the three months ended March 31, 2022 and 2021, the Company recorded debt discount amortization of $28,635 and $24,389, respectively, and interest expense of $13,020 and $11,717, respectively. As of March 31, 2022 and December 31, 2021, the Company had accrued interest of $64,518 and $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 $220,000, for a total principal amount of $440,000. The first 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 12% per annum and a maturity date of June 10, 2022. The Company received $195,000 from the first Note and recorded $25,000 as debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $1.50 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant. 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. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $92,400 as debt discount. During the year ended December 31, 2020, the Company recorded amortization of discount of $6,755.

Notes payable issued in Fiscal year 2021

On February 10, 2021, the second note payable, as part of the Securities Purchase Agreement entered into on December 10, 2020, was issued. The second note has an interest rate of 12% per annum and a maturity date of August 10, 2022. The Company received $195,000 and recorded $25,000 as debt discount. In addition, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $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. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $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 $111,886.

11

NOTE 5 - CONVERTIBLE NOTES PAYABLE

The Company has convertible notes payable as follows:

	March 31,			December 31,
	2022			2021
Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year	$	18,260		$	18,260
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand		-			12,000
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018		33,249			33,249
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019		50,000			50,000
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019		50,000			50,000
Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021		200,000			200,000
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022		50,000			50,000
Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022		100,000			100,000
Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022		-			53,750
Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022		38,750			38,750
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		43,750			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		43,750			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		43,750			43,750
Convertible notes before debt discount		671,509			737,259
Less debt discount		(8,387	)		(44,826	)
Total outstanding convertible notes payable	$	663,122		$	692,433

During the three months ended March 31, 2022 and 2021, the Company recognized interest expense of $17,245 and $20,883 and amortization of debt discount, included in interest expense, of $36,439 and $51,394, respectively. As of March 31, 2022 and 2021, the Company recorded accrued interest of $110,866 and $1,099,612, respectively.

Conversion

During the three months ended March 31, 2022, the Company converted convertible note principal and accrued interest of $56,438 into 23,100,476 shares of common stock. The corresponding derivative liability at the date of conversion of $84,011, was settled through additional paid in capital.

During the three months ended March 31, 2021, the Company converted convertible note principal and accrued interest of $192,201 into 30,770,438 shares of common stock. The corresponding derivative liability at the date of conversion of $4,150,410, was settled through additional paid in capital. 

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 $265,900 of notes with the following terms:

· Terms ranging from 9 months to 12 months. Certain note is due on demand.

· Annual interest rates of 4% - 12%.

· Convertible at the option of the holders at issuance.

· 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 24%.

12

Promissory Notes - Issued in fiscal year 2018

During the year ended December 31, 2018, the Company issued a total of $325,000 of notes with the following terms:

· Terms ranging from 6 months to 12 months.

· Annual interest rates of 8% - 12%.

· Convertible at the option of the holders at issuance.

· 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 24%.

Promissory Notes - Issued in fiscal year 2020

During the year ended December 31, 2020, the Company issued a note of $100,000 with the following terms:

· Term is 12 months.

· Annual interest rate of 10%.

· Convertible at the option of the holders at issuance.

· 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 $100,000.

Promissory Notes - Issued in fiscal year 2021

During the year ended December 31, 2021, the Company issued a total of $373,750 in notes with the following terms:

· Term is 12 months.

· Annual interest rate of 10%.

· Convertible at the option of the holders at issuance.

· 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 $18,750 and the Company received cash of $355,000.

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 did not issue any notes with conversion features during the three months ended March 31, 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 $606,699. $250,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $356,699 was recognized as a “day 1” derivative loss.

13

NOTE 6 - WARRANTS

During the year ended December 31, 2021, the Company issued 146,667 warrants with an exercise price of $1.50 per common share, for a period of 5 years (Note 4).

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:

	Warrants		Weighted average exercise price		Weighted average remaining life (Year)
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - March 31, 2022		293,334	$	1.50		3.78

The intrinsic value of the warrants as of March 31, 2022 is $0. All of the outstanding warrants are exercisable as of March 31, 2022.

NOTE 7 - 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 March 31, 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.

The estimated fair values of the liabilities measured on a recurring basis are as follows:

	Three months ended			Year ended
	March 31,			December 31,
	2022			2021
Expected life in years		0.34 – 3.87 years		0.12 - 5 years
Stock price volatility		978% - 999	%	135% - 1456	%
Discount rate		2.45	%	0.04% - 1.26	%
Expected dividends	-			-

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The following table summarizes the changes in the derivative liabilities:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2020	$	102,361,488
Addition of new derivatives recognized as debt discounts		281,533
Addition of new derivatives recognized as loss on derivatives		356,699
Settled upon conversion of debt		(4,978,926	)
Gain on change in fair value of the derivative		(92,861,546	)
Balance - December 31, 2021	$	5,159,248
Addition of new derivatives recognized as debt discounts		-
Addition of new derivatives recognized as loss on derivatives		-
Settled upon conversion of debt		(84,011	)
Gain on change in fair value of the derivative		(1,870,464	)
Balance - March 31, 2022	$	3,204,773

The aggregate (gain) loss on derivatives was as follows:

	March 31,			December 31,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(1,870,464	)		(92,861,546	)
	$	(1,870,464	)	$	(92,504,847	)

NOTE 8 - 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 $75 a month.

Litigation

We are not party to any material legal proceedings.

NOTE 9 - EQUITY

Authorization of Common and Preferred Stock

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C (each share is not convertible and has voting rights equal to four time 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 March 31, 2022 and December 31, 2021, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.

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Preferred C Stock

As of March 31, 2022 and December 31, 2021, 20 shares of the Company’s Preferred C Stock were issued and outstanding.

Common Stock

During the three months ended March 31, 2022, the Company issued 25,325,476 common shares as follows:

· 23,100,476 shares of common stock for conversion of debt of $56,438.

· 2,000,000 shares of common stock for stock payable of $20,500.

· 225,000 shares of common stock for payment of accounts payable of $1,800.

Stock Payable

As of March 31, 2022, the Company reported stock payable of $11,200 which is 1,900,000 shares to be issued.

NOTE 10: 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.

	Three Months Ended
	March 31,
	2022			2021
Numerator:
Net income	$	1,692,974		$	82,995,055
Gain on change in fair value of derivatives		(1,870,464	)		(83,430,835	)
Interest on convertible debt		17,245			20,883
Net income (loss) – diluted	$	(160,245	)	$	(414,897	)
Denominator:
Weighted average common shares outstanding		254,660,918			39,484,185
Effect of dilutive shares		801,291,914			466,708,361
Diluted		1,055,952,832			506,192,546
Net income (loss) per common share:
Basic	$	0.01		$	2.10
Diluted	$	(0.00	)	$	(0.00	)

For the three months ended March 31, 2022 and 2021, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

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NOTE 11 - SUBSEQUENT EVENTS

The Company evaluated events subsequent to March 31, 2022, through the date these financial statements were issued, and noted the following events requiring disclosure:

On April 1, 2022, $15,000 of principle of a convertible note was converted at $0.0020 to 7,500,000 common shares. 

On April 14, 2022, $23,750 of principle and $1,937 of interest of a convertible note was converted at $0.0020 to 12,843,750 common shares. 

On April 22, 2022, $18,100 of principle of a convertible note was converted at $0.0013 to 13,923,077 common shares. 

On April 29, 2022, $15,300 of principle of a convertible note was converted at $0.0011 to 13,909,091 common shares. 

On April 29, 2022, $10,350 of principle and $2,187.50 of interest of a convertible note was converted at $0.0010 to 12,537,500 common shares. 

On April 29, 2022, the Company issued notes payable of $38,750. This note was unsecured, bore interest at 10% per annum, and a maturity date of April 29, 2023. The Company received $35,000 and recorded $3,750 as debt discount.

On May 10, 2022, $13,900 of principle of a convertible note was converted at $0.0010 to 13,900,000 common shares.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

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.

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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

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.

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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 March 31, 2022 compared to the three months ended March 31, 2021:

	Three Months Ended
	March 31,
	2022		2021		Change			%
Revenue	$	-	$	-	$	-			-
Operating expense		168,825		327,397		(158,572	)	(48		%)
Other income (expense)		1,861,799		83,322,452		(81,460,653	)	(98		%)
Net income (loss)	$	1,692,974	$	82,995,055	$	(81,302,081	)	(98		%)

Revenue

During the three months ended March 31, 2022 and 2021, the Company did not generate any revenue.

Operating Expenses

	March 31,
	2022		2021		Change			%
General and administrative	$	40,219	$	43,588	$	(3,369	)	(8		%)
Professional fee		53,825		36,146		17,679			49	%
Compensation and payroll taxes		74,781		247,663		(172,882	)	(70		%)
Total operating expenses	$	168,825	$	327,397	$	(158,572	)	(48		%)

Compensation and payroll taxes decreased by $172,882, or 70%, for the three months ended March 31, 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 $17,679, or 49%, for the three months ended March 31, 2022, as compared to the same period in 2021 primarily due to consulting and accounting fees. General and administrative expenses decreased by $3,369, or 8%, for the three months ended March 31, 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.

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Other Income (Expense)

	Three Months Ended
	March 31,
	2022			2021			Change			%
Interest expense	$	(95,327	)	$	(108,383	)	$	13,056		(12		%)
Change in fair value of derivative liability		1,870,464			83,430,835			(81,560,371	)	(98		%)
Gain on settlement of debt		86,662			-			-			-
Total other income (expense)	$	1,861,799		$	83,322,452		$	(81,547,315	)	(98		%)

The decrease in other income was primarily 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.

Liquidity and Capital Resources

	March 31,			December 31,
	2022			2021			Change			%
Cash	$	790,965		$	966,682		$	(175,717	)	(18	%)
Current assets	$	984,007		$	1,159,724		$	(175,717	)	(15	%)
Current liabilities	$	4,594,300		$	6,541,729		$	(1,947,429	)	(30	%)
Working capital deficiency	$	(3,610,293	)	$	(5,382,005	)	$	1,771,712		(33	%)

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 $1,692,974 and $82,995,055 for the three months ended March 31, 2022 and 2021, respectively. The Company also has an accumulated deficit of $37,189,520 and negative working capital of $3,610,293 as of March 31, 2022, as well as outstanding convertible notes payable of $663,122.

As of March 31, 2022, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $3.2 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 5 and 7 in our financial statements, as they are disclosed elsewhere in this report.

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.

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Cash Flows

	Three Months Ended
	March 31,
	2022			2021			Change			%
Cash used in operating activities	$	(163,717	)	$	(306,027	)	$	142,310		(47		%)
Cash used in investing activities	$	-		$	(7,500	)	$	7,500		(100		%)
Cash provided by (used in) financing activities	$	(12,000	)	$	328,453		$	(340,453	)	(104		%)
Cash and cash equivalents on hand	$	790,965		$	76,498		$	714,467			934	%

Operating activities

Net cash used in operating activities for the three months ended March 31, 2022 and 2021 was $163,717 and $306,027, respectively. During the three months ended March 31, 2022, we generated a net income of $1,692,974, which included significant non-cash expenses of $65,074 in debt discount amortization, $7,200 in stock -based compensation, gain on settlement of debt of $86,662, and gain of $1,870,464 in change in fair value of derivative liabilities, as well as $28,161 in changes in operating assets and liabilities. During the three months ended March 31, 2021, we incurred a net income of $82,995,055 and the net income included significant non-cash income of $83,430,835 in change in fair value of derivative liabilities, debt discount amortization of $75,783, and change in net working capital of $53,970.

Investing activities

During the three months ended March 31, 2022, we did not have any cash flows from investing activities.

During the three months ended March 31, 2021, net cash used in investing activities was from an increase in due from related party. 

Financing activities

During the three months ended March 31, 2022, we paid $12,000 in principal on a convertible note.

Net cash provided by financing activities for the three months ended March 31, 2021 was $328,453, which consisted of $150,000 in proceeds from convertible notes payable, $195,000 in proceeds from notes payable, and amounts paid for debt settlement.

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 March 31, 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.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 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:

· 23,100,476 shares of common stock for conversion of debt of $56,438.

· 2,000,000 shares of common stock for stock payable of $20,500.

· 225,000 shares of common stock for payment of accounts payable of $1,800.

Item 3. Default Upon Senior Securities

There were no defaults upon senior securities during the quarter ended March 31, 2022.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
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.

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SIGNATURES

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: May 23, 2022	Maptelligent, Inc.
	By:	/s/ Joseph Cosio-Barron
		Chief Executive Officer (Principal Executive Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Joseph Cosio-Barron, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Maptelligent, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 23, 2022	By:	/s/ Joseph Cosio-Barron
		Joseph Cosio-Barron
		Chief Executive Officer (principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Richard Ziccardi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Maptelligent, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 23, 2022	By:	/s/ Richard Ziccardi
		Richard Ziccardi
		Chief Financial Officer (principal financial officer and principal accounting officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Maptelligent, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph Cosio-Barron, Chief Executive Officer and I, Richard Ziccardi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 23, 2022	By:	/s/ Joseph Cosio-Barron
		Joseph Cosio-Barron
		Chief Executive Officer

Date: May 23, 2022	By:	/s/ Richard Ziccardi
		Richard Ziccardi
		Chief Financial Officer

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Cover - shares	3 Months Ended
	Mar. 31, 2022	May 23, 2022
Cover [Abstract]
Entity Registrant Name	MAPTELLIGENT, INC.
Entity Central Index Key	0001697935
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		346,235,682
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55797
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	88-0203182
Entity Address Address Line 1	2381 St Rose Pkwy
Entity Address Address Line 2	Suite 297
Entity Address City Or Town	Henderson
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89052
City Area Code	415
Local Phone Number	990-8141
Entity Interactive Data Current	Yes

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BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 790,965	$ 966,682
Note receivable - related party	152,042	152,042
Due from related party	41,000	41,000
Total current assets	984,007	1,159,724
Total Assets	984,007	1,159,724
Current Liabilities
Accounts payable	20,062	22,716
Accrued payroll	106,415	106,415
Accrued interest	175,385	151,709
Notes payable	413,343	384,708
Convertible notes payable	663,122	692,433
Derivative liability	3,204,773	5,159,248
Common stock payable	11,200	24,500
Total Current Liabilities	4,594,300	6,541,729
Total Liabilities	4,594,300	6,541,729
Stockholders' Deficit
Common stock: 10,000,000,000 authorized; $0.00001 par value 271,622,264 and 246,296,788 shares issued and outstanding, respectively	2,716	2,463
Additional paid in capital	33,576,510	33,498,025
Accumulated deficit	(37,189,520)	(38,882,494)
Total Stockholders' Deficit	(3,610,293)	(5,382,005)
Total Liabilities and Stockholders' Deficit	984,007	1,159,724
Preferred Stock A [Member]
Stockholders' Deficit
Preferred stock	1	1
Preferred Stock C [Member]
Stockholders' Deficit
Preferred stock	$ 0	$ 0

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BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, shares par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	271,622,264	246,296,788
Common stock, shares outstanding	271,622,264	246,296,788
Preferred stock, shares authorized	2,011,000	2,011,000
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred Stock A [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	98,796	98,796
Preferred stock, shares outstanding	98,796	98,796
Preferred Stock C [Member]
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	20	20
Preferred stock, shares outstanding	20	20

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 0	$ 0
Operating expenses
General and administrative	40,219	43,588
Professional fees	53,825	36,146
Compensation and payroll taxes	74,781	247,663
Total operating expenses	168,825	327,397
Net loss from operations	(168,825)	(327,397)
Other income (expense)
Interest expense	(95,327)	(108,383)
Change in fair value of derivative liability	1,870,464	83,430,835
Gain on settlement of debt	86,662	0
Total other income (expense)	1,861,799	83,322,452
Income before income taxes	1,692,974	82,995,055
Provision for income taxes	0	0
Net income	$ 1,692,974	$ 82,995,055
Basic income per Common Share	$ 0.01	$ 2.10
Diluted loss per Common Share	$ (0.00)	$ (0.00)
Basic weighted average number of common shares outstanding	254,660,918	39,484,185
Diluted weighted average number of common shares outstanding	1,055,952,832	506,192,546

XML

STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Series A, Preferred Stock [Member]	Series C, Preferred Stock [Member]	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2020		98,796	20	23,712,522
Balance, amount at Dec. 31, 2020	$ (105,935,274)	$ 1	$ 0	$ 237	$ 23,709,863	$ (129,645,375)
Stock issued for stock payable, shares				43,425
Stock issued for stock payable, amount	19,000	0	0	$ 0	19,000	0
Stock issued for notes and interest conversion, shares				30,770,438
Stock issued for notes and interest conversion, amount	4,342,611	0	0	$ 308	4,342,303	0
Stock issued for settlement of debt - related party, shares				1,281,787
Stock issued for settlement of debt - related party, amount	1,873,740	0	0	$ 13	1,873,727	0
Net income	82,995,055	$ 0	$ 0	$ 0	0	82,995,055
Balance, shares at Mar. 31, 2021		98,796	20	55,808,172
Balance, amount at Mar. 31, 2021	(16,704,868)	$ 1	$ 0	$ 558	29,944,893	(46,650,320)
Balance, shares at Dec. 31, 2021			20	246,296,788
Balance, amount at Dec. 31, 2021	(5,382,005)	1	$ 0	$ 2,463	33,498,025	(38,882,494)
Stock issued for stock payable, shares				2,000,000
Stock issued for stock payable, amount	20,500	0	0	$ 20	20,480	0
Stock issued for notes and interest conversion, shares				23,100,476
Stock issued for notes and interest conversion, amount	56,438	0	0	$ 231	56,207	0
Net income	1,692,974	0	0	0	0	1,692,974
Stock issued for payment of accounts payable, amount	1,800	$ 0	$ 0	$ 2	1,798	0
Stock issued for payment of accounts payable, shares				225,000
Balance, shares at Mar. 31, 2022		98,796	20	271,622,264
Balance, amount at Mar. 31, 2022	$ (3,610,293)	$ 1	$ 0	$ 2,716	$ 33,576,510	$ (37,189,520)

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STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 1,692,974	$ 82,995,055
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount	65,074	75,783
Stock-based compensation	7,200	0
Change in fair value of derivative liability	(1,870,464)	(83,430,835)
Gain on settlement of debt	(86,662)	0
Changes in operating assets and liabilities:
Accounts payable	(854)	7,235
Accrued payroll	0	14,134
Accrued interest	29,015	32,601
Net Cash used in Operating Activities	(163,717)	(306,027)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances on due from related party	0	(7,500)
Net Cash used in Investing Activities	0	(7,500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	0	(150,000)
Repayment on convertible notes payable	(12,000)
Payment on debt to be settled	0	(16,547)
Proceeds from notes payable	0	195,000
Net Cash provided by Financing Activities	(12,000)	328,453
Net change in cash	(175,717)	14,926
Cash, beginning of period	966,682	61,572
Cash, end of period	790,965	76,498
Supplemental cash flow information
Cash paid for interest	1,250	0
Cash paid for taxes	0	0
Non-cash Investing and Financing transactions:
Conversion of notes payable and accrued interest to common stock	56,438	4,342,611
Common stock issued for stock payable	20,500	19,000
Common stock issued for payment of accounts payable	1,800	0
Derivative liability recognized as debt discounts	0	181,533
Stock issued for settlement of related party debt	$ 0	$ 1,873,740

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2022

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS:

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation:

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. 

Risks and Uncertainties:

The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations.

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.

Fair Value of Financial Instruments:

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

The following table summarizes fair value measurements by level, measured at fair value on a recurring basis:

March 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	3,204,773	$	3,204,773

December 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	5,159,248	$	5,159,248

Derivative Financial Instruments

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.

Recent Accounting Pronouncements

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.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company.

The ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, results of operations and cash flows.

Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. These estimates may change, as new events occur and additional information is obtained.

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GOING CONCERN

3 Months Ended

Mar. 31, 2022

GOING CONCERN

NOTE 3 - GOING CONCERN:

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net cash used in operating activities of $163,717 for the three months ended March 31, 2022. The Company also has an accumulated deficit of $37,189,520 and a negative working capital of $3,610,293 as of March 31, 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 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.

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.

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NOTES PAYABLE

3 Months Ended

Mar. 31, 2022

NOTES PAYABLE

NOTE 4 - NOTES PAYABLE

NOTE 4 - NOTES PAYABLE

Notes payable

As of March 31, 2022 and December 31, 2021, the Company has notes payable as follows,

	March 31,			December 31,
	2022			2021
Promissory notes	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(26,657	)		(55,292	)
Total outstanding notes payable	$	413,343		$	384,708

During the three months ended March 31, 2022 and 2021, the Company recorded debt discount amortization of $28,635 and $24,389, respectively, and interest expense of $13,020 and $11,717, respectively. As of March 31, 2022 and December 31, 2021, the Company had accrued interest of $64,518 and $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 $220,000, for a total principal amount of $440,000. The first 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 12% per annum and a maturity date of June 10, 2022. The Company received $195,000 from the first Note and recorded $25,000 as debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $1.50 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant. 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. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $92,400 as debt discount. During the year ended December 31, 2020, the Company recorded amortization of discount of $6,755.

Notes payable issued in Fiscal year 2021

On February 10, 2021, the second note payable, as part of the Securities Purchase Agreement entered into on December 10, 2020, was issued. The second note has an interest rate of 12% per annum and a maturity date of August 10, 2022. The Company received $195,000 and recorded $25,000 as debt discount. In addition, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $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. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $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 $111,886.

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CONVERTIBLE NOTES PAYABLE

3 Months Ended

Mar. 31, 2022

CONVERTIBLE NOTES PAYABLE

NOTE 5 - CONVERTIBLE NOTES PAYABLE

NOTE 5 - CONVERTIBLE NOTES PAYABLE

The Company has convertible notes payable as follows:

	March 31,			December 31,
	2022			2021
Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year	$	18,260		$	18,260
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand		-			12,000
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018		33,249			33,249
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019		50,000			50,000
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019		50,000			50,000
Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021		200,000			200,000
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022		50,000			50,000
Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022		100,000			100,000
Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022		-			53,750
Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022		38,750			38,750
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		43,750			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		43,750			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		43,750			43,750
Convertible notes before debt discount		671,509			737,259
Less debt discount		(8,387	)		(44,826	)
Total outstanding convertible notes payable	$	663,122		$	692,433

During the three months ended March 31, 2022 and 2021, the Company recognized interest expense of $17,245 and $20,883 and amortization of debt discount, included in interest expense, of $36,439 and $51,394, respectively. As of March 31, 2022 and 2021, the Company recorded accrued interest of $110,866 and $1,099,612, respectively.

Conversion

During the three months ended March 31, 2022, the Company converted convertible note principal and accrued interest of $56,438 into 23,100,476 shares of common stock. The corresponding derivative liability at the date of conversion of $84,011, was settled through additional paid in capital.

During the three months ended March 31, 2021, the Company converted convertible note principal and accrued interest of $192,201 into 30,770,438 shares of common stock. The corresponding derivative liability at the date of conversion of $4,150,410, was settled through additional paid in capital. 

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 $265,900 of notes with the following terms:

· Terms ranging from 9 months to 12 months. Certain note is due on demand.

· Annual interest rates of 4% - 12%.

· Convertible at the option of the holders at issuance.

· 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 24%.

Promissory Notes - Issued in fiscal year 2018

During the year ended December 31, 2018, the Company issued a total of $325,000 of notes with the following terms:

· Terms ranging from 6 months to 12 months.

· Annual interest rates of 8% - 12%.

· Convertible at the option of the holders at issuance.

· 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 24%.

Promissory Notes - Issued in fiscal year 2020

During the year ended December 31, 2020, the Company issued a note of $100,000 with the following terms:

· Term is 12 months.

· Annual interest rate of 10%.

· Convertible at the option of the holders at issuance.

· 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 $100,000.

Promissory Notes - Issued in fiscal year 2021

During the year ended December 31, 2021, the Company issued a total of $373,750 in notes with the following terms:

· Term is 12 months.

· Annual interest rate of 10%.

· Convertible at the option of the holders at issuance.

· 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 $18,750 and the Company received cash of $355,000.

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 did not issue any notes with conversion features during the three months ended March 31, 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 $606,699. $250,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $356,699 was recognized as a “day 1” derivative loss.

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WARRANTS

3 Months Ended

Mar. 31, 2022

WARRANTS

NOTE 6 - WARRANTS

NOTE 6 - WARRANTS

During the year ended December 31, 2021, the Company issued 146,667 warrants with an exercise price of $1.50 per common share, for a period of 5 years (Note 4).

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:

	Warrants		Weighted average exercise price		Weighted average remaining life (Year)
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - March 31, 2022		293,334	$	1.50		3.78

The intrinsic value of the warrants as of March 31, 2022 is $0. All of the outstanding warrants are exercisable as of March 31, 2022.

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DERIVATIVE INSTRUMENTS

3 Months Ended

Mar. 31, 2022

DERIVATIVE INSTRUMENTS

NOTE 7 - DERIVATIVE INSTRUMENTS

NOTE 7 - 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 March 31, 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.

The estimated fair values of the liabilities measured on a recurring basis are as follows:

	Three months ended			Year ended
	March 31,			December 31,
	2022			2021
Expected life in years		0.34 – 3.87 years		0.12 - 5 years
Stock price volatility		978% - 999	%	135% - 1456	%
Discount rate		2.45	%	0.04% - 1.26	%
Expected dividends	-			-

The following table summarizes the changes in the derivative liabilities:

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2020	$	102,361,488
Addition of new derivatives recognized as debt discounts		281,533
Addition of new derivatives recognized as loss on derivatives		356,699
Settled upon conversion of debt		(4,978,926	)
Gain on change in fair value of the derivative		(92,861,546	)
Balance - December 31, 2021	$	5,159,248
Addition of new derivatives recognized as debt discounts		-
Addition of new derivatives recognized as loss on derivatives		-
Settled upon conversion of debt		(84,011	)
Gain on change in fair value of the derivative		(1,870,464	)
Balance - March 31, 2022	$	3,204,773

The aggregate (gain) loss on derivatives was as follows:

	March 31,			December 31,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(1,870,464	)		(92,861,546	)
	$	(1,870,464	)	$	(92,504,847	)

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

COMMITMENTS AND CONTINGENCIES

NOTE 8 - COMMITMENTS AND CONTINGENCIES

NOTE 8 - 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 $75 a month.

Litigation

We are not party to any material legal proceedings.

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EQUITY

3 Months Ended

Mar. 31, 2022

EQUITY

NOTE 9 - EQUITY

NOTE 9 - EQUITY

Authorization of Common and Preferred Stock

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C (each share is not convertible and has voting rights equal to four time 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 March 31, 2022 and December 31, 2021, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.

Preferred C Stock

As of March 31, 2022 and December 31, 2021, 20 shares of the Company’s Preferred C Stock were issued and outstanding.

Common Stock

During the three months ended March 31, 2022, the Company issued 25,325,476 common shares as follows:

· 23,100,476 shares of common stock for conversion of debt of $56,438.

· 2,000,000 shares of common stock for stock payable of $20,500.

· 225,000 shares of common stock for payment of accounts payable of $1,800.

Stock Payable

As of March 31, 2022, the Company reported stock payable of $11,200 which is 1,900,000 shares to be issued.

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NET INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Mar. 31, 2022

NET INCOME (LOSS) PER COMMON SHARE

NOTE 10 - NET INCOME PER COMMON SHARE

NOTE 10: 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.

	Three Months Ended
	March 31,
	2022			2021
Numerator:
Net income	$	1,692,974		$	82,995,055
Gain on change in fair value of derivatives		(1,870,464	)		(83,430,835	)
Interest on convertible debt		17,245			20,883
Net income (loss) – diluted	$	(160,245	)	$	(414,897	)
Denominator:
Weighted average common shares outstanding		254,660,918			39,484,185
Effect of dilutive shares		801,291,914			466,708,361
Diluted		1,055,952,832			506,192,546
Net income (loss) per common share:
Basic	$	0.01		$	2.10
Diluted	$	(0.00	)	$	(0.00	)

For the three months ended March 31, 2022 and 2021, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2022

SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS

The Company evaluated events subsequent to March 31, 2022, through the date these financial statements were issued, and noted the following events requiring disclosure:

On April 1, 2022, $15,000 of principle of a convertible note was converted at $0.0020 to 7,500,000 common shares. 

On April 14, 2022, $23,750 of principle and $1,937 of interest of a convertible note was converted at $0.0020 to 12,843,750 common shares. 

On April 22, 2022, $18,100 of principle of a convertible note was converted at $0.0013 to 13,923,077 common shares. 

On April 29, 2022, $15,300 of principle of a convertible note was converted at $0.0011 to 13,909,091 common shares. 

On April 29, 2022, $10,350 of principle and $2,187.50 of interest of a convertible note was converted at $0.0010 to 12,537,500 common shares. 

On April 29, 2022, the Company issued notes payable of $38,750. This note was unsecured, bore interest at 10% per annum, and a maturity date of April 29, 2023. The Company received $35,000 and recorded $3,750 as debt discount.

On May 10, 2022, $13,900 of principle of a convertible note was converted at $0.0010 to 13,900,000 common shares.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation:

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. 

Risks and Uncertainties:

The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations.

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.

Fair Value of Financial Instruments:

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

The following table summarizes fair value measurements by level, measured at fair value on a recurring basis:

March 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	3,204,773	$	3,204,773

December 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	5,159,248	$	5,159,248

Derivative Financial Instruments

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.

Recent Accounting Pronouncements

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.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company.

The ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, results of operations and cash flows.

Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies.

The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. These estimates may change, as new events occur and additional information is obtained.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Fair Value Laibilities Measured On Recurring Basis

March 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	3,204,773	$	3,204,773

December 31, 2021	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	5,159,248	$	5,159,248

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NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2022

NOTES PAYABLE

Schedule of Notes Payable

	March 31,			December 31,
	2022			2021
Promissory notes	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(26,657	)		(55,292	)
Total outstanding notes payable	$	413,343		$	384,708

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CONVERTIBLE NOTES PAYABLE (Tables)

3 Months Ended

Mar. 31, 2022

CONVERTIBLE NOTES PAYABLE

Schedule of Convertible Notes Payable

	March 31,			December 31,
	2022			2021
Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year	$	18,260		$	18,260
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand		-			12,000
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018		33,249			33,249
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019		50,000			50,000
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019		50,000			50,000
Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021		200,000			200,000
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022		50,000			50,000
Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022		100,000			100,000
Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022		-			53,750
Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022		38,750			38,750
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		43,750			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		43,750			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		43,750			43,750
Convertible notes before debt discount		671,509			737,259
Less debt discount		(8,387	)		(44,826	)
Total outstanding convertible notes payable	$	663,122		$	692,433

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WARRANTS (Table)

3 Months Ended

Mar. 31, 2022

WARRANTS

Schedule of warrant activity

	Warrants		Weighted average exercise price		Weighted average remaining life (Year)
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - March 31, 2022		293,334	$	1.50		3.78

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DERIVATIVE INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2022

DERIVATIVE INSTRUMENTS

Schedule of estimated fair values

	Three months ended			Year ended
	March 31,			December 31,
	2022			2021
Expected life in years		0.34 – 3.87 years		0.12 - 5 years
Stock price volatility		978% - 999	%	135% - 1456	%
Discount rate		2.45	%	0.04% - 1.26	%
Expected dividends	-			-

Schedule of change in derivative liabilities

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2020	$	102,361,488
Addition of new derivatives recognized as debt discounts		281,533
Addition of new derivatives recognized as loss on derivatives		356,699
Settled upon conversion of debt		(4,978,926	)
Gain on change in fair value of the derivative		(92,861,546	)
Balance - December 31, 2021	$	5,159,248
Addition of new derivatives recognized as debt discounts		-
Addition of new derivatives recognized as loss on derivatives		-
Settled upon conversion of debt		(84,011	)
Gain on change in fair value of the derivative		(1,870,464	)
Balance - March 31, 2022	$	3,204,773

Schedule of (gain) loss on derivatives

	March 31,			December 31,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(1,870,464	)		(92,861,546	)
	$	(1,870,464	)	$	(92,504,847	)

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NET INCOME PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2022

NET INCOME (LOSS) PER COMMON SHARE

Schedule of antidilutive Securities excluded from earnings (loss) per share

	Three Months Ended
	March 31,
	2022			2021
Numerator:
Net income	$	1,692,974		$	82,995,055
Gain on change in fair value of derivatives		(1,870,464	)		(83,430,835	)
Interest on convertible debt		17,245			20,883
Net income (loss) – diluted	$	(160,245	)	$	(414,897	)
Denominator:
Weighted average common shares outstanding		254,660,918			39,484,185
Effect of dilutive shares		801,291,914			466,708,361
Diluted		1,055,952,832			506,192,546
Net income (loss) per common share:
Basic	$	0.01		$	2.10
Diluted	$	(0.00	)	$	(0.00	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liabilities
Derivative liabilities	$ 3,204,773	$ 5,159,248
Fair Value, Inputs, Level 1
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 2
Liabilities
Derivative liabilities	0	0
Fair Value, Inputs, Level 3
Liabilities
Derivative liabilities	$ 3,204,773	$ 5,159,248

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GOING CONCERN (Details Narrative)	3 Months Ended
	Mar. 31, 2022 USD ($)
GOING CONCERN
Operating Activities	$ 163,717
Accumulated Deficit	(37,189,520)
Working capital defcit	$ 3,610,293

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NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Notes payable	$ 440,000	$ 440,000
Less unamortized debt discount	(26,657)	(55,292)
Total outstanding notes payable	413,343	384,708
Promissory Notes [Member]
Notes payable	$ 440,000	$ 440,000

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NOTES PAYABLE (Details Narrative) - USD ($)			3 Months Ended		12 Months Ended
	Feb. 10, 2021	Dec. 10, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Amortization of Debt Discount (Premium)			$ 36,439	$ 51,394
Interest Expense			95,327	108,383
Debt discount			3,750
Securities Purchase Agreement [Member]
Debt instrument principal amount		$ 220,000
Debt instrument		$ 440,000
Notes Payable [Member]
Amortization of Debt Discount (Premium)			28,635	24,389
Interest payable			64,518	51,498
Interest Expense			$ 13,020	$ 11,717
First Note [Member] | Securities Purchase Agreement [Member]
Amortization of Debt Discount (Premium)						$ 6,755
Interest rate		12.00%
Maturity date		Jun. 10, 2022
Proceeds from related party notes		$ 195,000
Debt discount		$ 25,000
Aquitision of warrant		146,667
Exercise price		$ 1.50
Derivative liability discount		$ 92,400
Second Note [Member] | Securities Purchase Agreement [Member]
Amortization of Debt Discount (Premium)					$ 111,886
Interest rate	12.00%
Maturity date	Aug. 10, 2022
Proceeds from related party notes	$ 195,000
Debt discount	$ 25,000
Aquitision of warrant	146,667
Exercise price	$ 1.50
Derivative liability discount	$ 31,533

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Convertible Debt, Gross	$ 671,509	$ 737,259
Less debt discount	(8,387)	(44,826)
Total outstanding convertible notes payable	663,122	692,433
Promissory Notes 1 [Member]
Convertible Debt, Gross	18,260	18,260
Promissory Notes 2 [Member]
Convertible Debt, Gross	0	12,000
Promissory Notes 3 [Member]
Convertible Debt, Gross	33,249	33,249
Promissory Notes 4 [Member]
Convertible Debt, Gross	50,000	50,000
Promissory Notes 5 [Member]
Convertible Debt, Gross	50,000	50,000
Promissory Notes 6 [Member]
Convertible Debt, Gross	200,000	200,000
Promissory Notes 7 [Member]
Convertible Debt, Gross	50,000	50,000
Promissory Notes 9 [Member]
Convertible Debt, Gross	100,000	100,000
Promissory Notes 8 [Member]
Convertible Debt, Gross	0	53,750
Promissory Notes 10 [Member]
Convertible Debt, Gross	38,750	38,750
Promissory Notes 11 [Member]
Convertible Debt, Gross	43,750	43,750
Promissory Notes 12 [Member]
Convertible Debt, Gross	43,750	43,750
Promissory Notes 13 [Member]
Convertible Debt, Gross	$ 43,750	$ 43,750

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Interest expense	$ 17,245	$ 20,883
Accrued interest	110,866	1,099,612
Amortization of debt discount	36,439	51,394
Additional paid in capital, derivative liability	$ 84,011	$ 4,150,410
Common stock shares issued upon conversion of debt	23,100,476	30,770,438
Debt conversion, converted instrument, principle amount	$ 56,438	$ 192,201
Fair value of derivative liability	606,699
Derivative liability, debt discount	250,000
Loss on derivative liability	356,699
2017 [Member]
Proceeds from convertible notes	$ 265,900
Term description	Terms ranging from 9 months to 12 months.
Conversion price, description	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
Default interest rates	24.00%
2017 [Member] | Minimum [Member]
Interest rate	4.00%
2017 [Member] | Maximum [Member]
Interest rate	12.00%
2018 [Member]
Proceeds from convertible notes	$ 325,000
Term description	Terms ranging from 6 months to 12 months.
Conversion price, description	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.
Default interest rates	24.00%
2018 [Member] | Minimum [Member]
Interest rate	8.00%
2018 [Member] | Maximum [Member]
Interest rate	12.00%
2020 [Member]
Proceeds from convertible notes	$ 100,000
Term description	Term is 12 months.
Conversion price, description	Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days
Interest rate	10.00%
Adjustments to additional convertible notes	$ 100,000
2021 [Member]
Proceeds from convertible notes	$ 373,750
Term description	Term is 12 months
Conversion price, description	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.
Interest rate	10.00%
Original issue discounts and financing costs	$ 18,750
Net proceeds after original issue discounts and financing costs	$ 355,000

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WARRANTS (Details) - Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life, Warrants granted	3 years 9 months 10 days	4 years 10 days
Weighted Average Exercise Price Per Share
Weighted Average Exercise Price Per Share, beginning balance	$ 1.50
Weighted Average Exercise Price Per Share, Warrants granted	0
Weighted Average Exercise Price Per Share, ending balance	$ 1.50	$ 1.50
Warrants
Outstanding at beginning of period	293,334
Outstanding at ending of period	293,334	293,334

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WARRANTS (Details Narrative) - Warrants [Member]	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Warrants, exercise price | $ / shares	$ 1.50
Term of warrants	5 years
Intrinsic value of warrants | $	$ 0
Warrants issued | shares	146,667

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DERIVATIVE INSTRUMENTS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Expected dividends	$ 0	$ 0
Discount rate	2.45%
Minimum [Member]
Discount rate		0.04%
Expected life in years	4 months 2 days	1 month 13 days
Stock price volatility	978.00%	135.00%
Maximum [Member]
Discount rate		1.26%
Expected life in years	3 years 10 months 13 days	5 years
Stock price volatility	999.00%	1456.00%

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DERIVATIVE INSTRUMENTS (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
DERIVATIVE INSTRUMENTS
Beginning balance	$ 5,159,248	$ 102,361,488
Addition of new derivative recognized as debt discounts	0	281,533
Addition of new derivatives recognized as loss on derivatives	0	356,699
Settled upon conversion of debt	(84,011)	(4,978,926)
Gain on change in fair value of the derivative	(1,870,464)	(92,861,546)
Ending balance	$ 3,204,773	$ 5,159,248

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DERIVATIVE INSTRUMENTS (Details 2) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
DERIVATIVE INSTRUMENTS
Addition of new derivatives recognized as loss on derivatives	$ 0	$ 356,699
Change in value of derivative liability	(1,870,464)	(92,861,546)
Gain/Loss on derivative	$ (1,870,464)	$ (92,504,847)

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Mar. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Rent expense (Monthly)	$ 75

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EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Debt conversion, converted instrument, principle amount	$ 56,438	$ 192,201
Common stock shares issued upon conversion of debt	23,100,476	30,770,438
Common stock, shares issued	271,622,264		246,296,788
Common stock authorized shares	10,000,000,000		10,000,000,000
Preferred Stock Shares Authorized	2,011,000		2,011,000
Preferred Stock A [Member]
Preferred stock voting right description	each share convertible on one for one base for common stock, no voting rights
Preferred stock, shares issued	98,796		98,796
Preferred stock, shares outstanding	98,796		98,796
Preferred Stock Shares Authorized	1,000,000		1,000,000
Preferred Stock C [Member]
Preferred stock voting right description	each share is not convertible and has voting rights equal to four time 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 stock, shares issued	20		20
Preferred stock, shares outstanding	20		20
Preferred Stock Shares Authorized	1,000		1,000
Common Stock [Member]
Debt conversion, converted instrument, principle amount	$ 56,438
Common stock shares issued upon conversion of debt	23,100,476
Common stock, shares issued	25,325,476
Common stock authorized shares	10,000,000,000
Stock payable	$ 11,200
Shares to be issued	1,900,000
Shares issued for payment of accounts payable. shares	225,000
Shares issued for payment of accounts payable, amount	$ 1,800
Common stock for stock payable, shares	2,000,000
Common stock for stock payable, amount	$ 20,500
Preferred A-2 [Member]
Preferred stock voting right description	each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights
Preferred Stock Shares Authorized	10,000
Preferred B [Member]
Preferred stock voting right description	each share convertible into 10 shares of common stock and has 10 votes for any election
Preferred Stock Shares Authorized	1,000,000

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NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net income (loss) per common share: Basic	$ 0.01	$ 2.10
Net incom (loss per common share: Diluted	$ (0.00)	$ (0.00)
Numerator: [Member]
Net income losses	$ 1,692,974	$ 82,995,055
Gain on change in fair value of derivatives	(1,870,464)	(83,430,835)
Interest on convertible debt	17,245	20,883
Net income (loss) - diluted	$ (160,245)	$ (414,897)
Denominator: [Member]
Weighted average common shares outstanding	254,660,918	39,484,185
Effect of dilutive shares	801,291,914	466,708,361
Diluted	1,055,952,832	506,192,546
Net income (loss) per common share: Basic	$ 0.01	$ 2.10
Net incom (loss per common share: Diluted	$ (0.00)	$ (0.00)

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Apr. 14, 2022	Apr. 29, 2022	Mar. 31, 2022	Mar. 31, 2021	May 10, 2022	Apr. 22, 2022	Apr. 01, 2022
Debt discount			$ 3,750
Debt discount			$ 36,439	$ 51,394
Subsequent Event [Member]
Notes payable	$ 23,750	$ 15,300			$ 13,900	$ 18,100	$ 15,000
Conversion price per share	$ 0.0020	$ 0.0011			$ 0.0010	$ 0.0013	$ 0.0020
Principle of convertible note interest amount	$ 1,937
Convertible note converted Common stock shares	12,843,750	13,909,091			13,900,000	13,923,077	7,500,000
Subsequent Event [Member] | April 29, 2022 Second
Notes payable		$ 38,750
Maturity date		Apr. 29, 2023
Unsecured, bore interest rate		10.00%
Debt discount		$ 35,000
Subsequent Event [Member] | April 29, 2022
Notes payable		$ 10,350
Conversion price per share		$ 0.0010
Principle of convertible note interest amount		$ 2,187
Convertible note converted Common stock shares		12,537,500