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 June 30, 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 August 15, 2022 was 453,377,754.

MAPTELLIGENT, INC.

TABLE OF CONTENTS

		PAGE
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Balance Sheets – as of June 30, 2022 and December 31, 2021 (Unaudited)	3
	Statements of Operations - for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
	Statements of Stockholders’ Deficit - for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	5-6
	Statements of Cash Flows – for the Six Months Ended June 30, 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	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
SIGNATURES		23

2

PART I FINANCIAL INFORMATION

MAPTELLIGENT, INC.

BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	596,880		$	966,682
Prepaid expenses		2,751			-
Note receivable - related party		152,042			152,042
Due from related party		41,000			41,000
Total current assets		792,673			1,159,724
Noncurrent assets
Equipment, net		53,521			-
Total Assets	$	846,194		$	1,159,724
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable	$	15,004		$	22,716
Accrued payroll		106,415			106,415
Accrued interest		196,997			151,709
Notes payable		435,755			384,708
Convertible notes payable		561,167			692,433
Derivative liability		1,483,271			5,159,248
Common stock payable		850			24,500
Total Current Liabilities		2,799,459			6,541,729
Total Liabilities		2,799,459			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		-			-
Common stock: 10,000,000,000 authorized; $0.00001 par value
414,436,782 and 246,296,788 shares issued and outstanding, respectively		4,145			2,463
Additional paid in capital		33,737,794			33,498,025
Accumulated deficit		(35,695,205	)		(38,882,494	)
Total Stockholders’ Deficit		(1,953,265	)		(5,382,005	)
Total Liabilities and Stockholders’ Deficit	$	846,194		$	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						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenue	$	-		$	-		$	-		$	-
Operating expenses
General and administrative		33,664			95,990			73,883			139,578
Professional fees		51,974			22,760			105,799			58,906
Compensation and payroll taxes		84,029			232,015			158,810			479,678
Total operating expenses		169,667			350,765			338,492			678,162
Net loss from operations		(169,667	)		(350,765	)		(338,492	)		(678,162	)
Other income (expense)
Interest expense		(57,520	)		(135,443	)		(152,847	)		(243,826	)
Change in fair value of derivative liability		1,721,502			7,917,287			3,591,966			91,348,122
Gain on settlement of debt		-			-			86,662			-
Total other income (expense)		1,663,982			7,781,844			3,525,781			91,104,296
Income before income taxes		1,494,315			7,431,079			3,187,289			90,426,134
Provision for income taxes		-			-			-			-
Net income	$	1,494,315		$	7,431,079		$	3,187,289		$	90,426,134
Basic income per Common Share	$	0.00		$	0.09		$	0.01		$	1.49
Diluted income (loss) per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic weighted average number of common shares outstanding		346,056,944			81,674,114			300,611,406			60,784,647
Diluted weighted average number of common shares outstanding		1,147,348,858			668,049,067			1,783,979,264			634,914,296

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

4

MAPTELLIGENT, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2022 and 2021

 (Unaudited)

													Additional					Total
	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		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 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	)
Stock issued for notes and interest conversion		-		-		-		-		140,264,518		1,403		149,060		-			150,463
Stock issued for stock payable		-		-		-		-		2,550,000		26		12,224		-			12,250
Net income		-		-		-		-		-		-		-		1,494,315			1,494,315
Balance - June 30, 2022		98,796	$	1		20	$	-		414,436,782	$	4,145	$	33,737,794	$	(35,695,205	)	$	(1,953,265	)

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

5

MAPTELLIGENT, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT (CONT’D)

For the Six Months Ended June 30, 2022 and 2021

 (Unaudited)

													Additional					Total
	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2020		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	)
Stock issued for cash		-		-		-		-		48,400,000		484		458,516		-			459,000
Stock issued for notes and interest conversion		-		-		-		-		26,601,882		266		1,695,342		-			1,695,608
Stock issued for compensation		-		-		-		-		1,000,000		10		11,990		-			12,000
Stock issued for compensation - related party		-		-		-		-		11,166,667		112		111,555		-			111,667
Settlement of debt - related party		-		-		-		-		-		-		173,299		-			173,299
Net income		-		-		-		-		-		-		-		7,431,079			7,431,079
Balance - June 30, 2021		98,796	$	1		20	$	-		142,976,721	$	1,430	$	32,395,595	$	(39,219,241	)	$	(6,822,215	)

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

6

MAPTELLIGENT, INC.

STATEMENTS OF CASH FLOWS

 (Unaudited)

	Six Months Ended
	June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,187,289		$	90,426,134
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount		94,681			186,747
Amortization of equipment		907			-
Common stock issued for compensation		9,100			123,667
Change in fair value of derivative liability		(3,591,966	)		(91,348,122	)
Gain on settlement of debt		(86,662	)		-
Changes in operating assets and liabilities:
Accounts payable		(5,912	)		(8,579	)
Accrued payroll		-			7,413
Accrued interest		56,940			57,079
Prepaid expenses		(2,751	)		-
Net Cash used in Operating Activities		(338,374	)		(555,661	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to related party		-			(7,500	)
Purchase of equipment		(54,428	)		-
Net Cash used in Investing Activities		(54,428	)		(7,500	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		-			359,000
Proceeds from convertible notes payable		35,000			250,000
Repayments on convertible notes payable		(12,000	)		-
Debt to be settled		-			(36,547	)
Proceeds from notes payable		-			195,000
Net Cash provided by Financing Activities		23,000			767,453
Net change in cash		(369,802	)		204,292
Cash, beginning of period		966,682			61,572
Cash, end of period	$	596,880		$	265,864
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	$	206,901		$	6,038,219
Common stock issued for stock payable	$	32,750		$	19,000
Common stock issued for payment of accounts payable	$	1,800		$	-
Derivative liability recognized as debt discounts	$	-		$	281,533
Settlement of debt - related party	$	-		$	173,299
Stock issued for settlement of related party debt	$	-		$	1,873,740
Subscription receivable	$	-		$	100,000

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

7

MAPTELLIGENT, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 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. 

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:

June 30, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,483,271	$	1,483,271

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

8

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.

Equipment

Equipment, consisting of geospatial scanners and software is reported at cost less accumulated depreciation and impairment, if any Depreciation expense is recognized over the assets’ estimated useful lives of five years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Recent Accounting Pronouncements

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.

NOTE 3 – GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company used net cash in operating activities of $338,374 for the six months ended June 30, 2022, and had an accumulated deficit of $35,695,205 and a negative working capital of $2,006,786 as of June 30, 2022. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieve profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 - EQUIPMENT

	June 30, 2022							December 31, 2021
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation		Net Book Value
Geospatial Equipment	$	50,753	$	(846	)	$	49,907	$	-	$	-	$	-
Geospatial Software		3,675		(61	)		3,614
Total equipment	$	54,428	$	(907	)	$	53,521	$	-	$	-	$	-

 Depreciation expense for the six months ending June 30, 2022 and 2021, was $907 and $0, respectively.

9

NOTE 5 - NOTES PAYABLE

Notes payable

As of June 30, 2022 and December 31, 2021, the Company has notes payable as follows:

	June 30,			December 31,
	2022			2021
Notes payable	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(4,245	)		(55,292	)
Total outstanding notes payable	$	435,755		$	384,708

During the six months ended June 30, 2022 and 2021, the Company recorded debt discount amortization of $51,047 and $53,342, respectively, and interest expense of $26,184 and $23,290, respectively. As of June 30, 2022 and December 31, 2021, the Company had accrued interest of $77,682 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. As of June 30, 2022 the note is in default. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

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. Subsequent to June 30, 2022 the note is in default. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

10

NOTE 6 - CONVERTIBLE NOTES PAYABLE

The Company has convertible notes payable as follows:

	June 30,			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
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		-			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		-			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		25,850			43,750
Promissory note, dated April 29, 2022, bearing interest of 10% annually, payable on April 29, 2023		38,750			-
Convertible notes before debt discount		566,109			737,259
Less debt discount		(4,942	)		(44,826	)
Total outstanding convertible notes payable	$	561,167		$	692,433

During the six months ended June 30, 2022 and 2021, the Company recognized interest expense of $32,007 and $33,789 and amortization of debt discount, included in interest expense, of $43,634 and $133,405, respectively. As of June 30, 2022 and December 31, 2021, the Company recorded accrued interest of $119,315 and $100,210, respectively.

Conversion

During the six months ended June 30, 2022, the Company converted convertible note principal and accrued interest of $206,901 into 163,364,994 shares of common stock. The corresponding derivative liability at the date of conversion of $84,011, 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%.

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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.

Promissory Notes - Issued in fiscal year 2022

During the six months ended June 30, 2022, the Company issued a total of $38,750 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 $3,750 and the Company received cash of $35,000.

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 six months ended June 30, 2022.

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2021 amounted to $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.

NOTE 7 - 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 5).

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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:

			Weighted
	Warrants		average exercise price		remaining life (Year)
Outstanding - December 31, 2020		146,667	$	1.50		4.95
Granted		146,667		1.50		5.00
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - June 30, 2022		293,334	$	1.50		3.53

The intrinsic value of the warrants as of June 30, 2022 is $0. All of the outstanding warrants are exercisable as of June 30, 2022.

NOTE 8 - DERIVATIVE INSTRUMENTS

The Company analyzed the conversion options in its convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the discounted variable-rate conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

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

	Six Months			Year ended
	June 30,			December 31,
	2022			2021
Expected life in years	3.45 - 3.62 years			0.12 - 5 years
Stock price volatility	998% - 1007 %			135% - 1456 %
Discount rate		2.99	%	0.04% - 1.26%
Expected dividends	None			None

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		(3,591,966	)
Balance - June 30, 2022	$	1,483,271

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

	June 30,			June 30,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(3,591,966	)		(91,704,821	)
	$	(3,591,966	)	$	(91,348,122	)

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company takes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month-to-month basis for $75 a month.

Litigation

Other than the disclosure provided under “Item 1” of this Form, we are not party to any additional material legal proceedings.

NOTE 10 - 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 times the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding).

Preferred A Stock

As of June 30, 2022 and December 31, 2021, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.

Preferred C Stock

As of June 30, 2022 and December 31, 2021, 20 shares of the Company’s Preferred C Stock were issued and outstanding.

Common Stock

During the six months ended June 30, 2022, the Company issued 168,139,994 common shares as follows:

· 163,364,994 shares of common stock for conversion of debt of $206,901.

· 4,550,000 shares of common stock for stock payable of $32,750.

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

Stock Payable

As of June 30, 2022 and December 31, 2021, the Company reported stock payable of $850 and $24,500, respectively, which is 700,000 and 2,400,000 shares to be issued, respectively.

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NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE 

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net income	$	1,494,315		$	7,431,079		$	3,187,289		$	90,426,134
Gain on change in fair value of derivatives		(1,721,502	)		(7,917,287	)		(3,591,966	)		(91,348,122	)
Interest on convertible debt		17,245			12,906			43,634			33,789
Net income (loss) - diluted	$	(209,942	)	$	(473,302	)	$	(361,043	)	$	(888,199	)
Denominator:
Weighted average common shares outstanding		346,056,944			81,674,114			300,611,406			60,784,647
Effect of dilutive shares		801,291,914			586,374,953			1,483,367,858			574,129,649
Diluted		1,147,348,858			668,049,067			1,783,979,264			634,914,296
Net income (loss) per common share:
Basic	$	0.00		$	0.09		$	0.01		$	1.49
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

For the six months ended June 30, 2022 and 2021, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from earnings (loss) per share.

NOTE 12 - SUBSEQUENT EVENTS

The Company evaluated events subsequent to June 30, 2022, through the date these financial statements were issued, and noted the following events requiring disclosure:

On July 7, 2022, $11,750 of principle of a convertible note was converted at $0.00072 to 19,583,333 common shares.

On July 12, 2022, $11,750 of principle and $2,187.50 of interest of a convertible note was converted at $0.00072 to 19,357,639 common shares.

On July 14, 2022, the Company issued notes payable of $39,250. The note was unsecured, bore interest at 10% per annum, and a maturity date of July 14, 2023. The Company received $35,000 and recorded $4,250 as debt discount.

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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.

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.

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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.

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.

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Results of Operations

The following are the results of our continuing operations for the three months ended June 30, 2022 compared to the three months ended June 30, 2021:

	Three Months Ended
	June 30,
	2022		2021		Change			%
Revenue	$	-	$	-	$	-			-
Operating expense		169,667		350,765		(181,098	)	(52%)
Other income (expense)		1,663,982		7,781,844		(6,117,862	)	(79%)
Net income	$	1,494,315	$	7,431,079	$	(5,936,764	)	(80%)

Revenue

During the three months ended June 30, 2022 and 2021, the Company did not generate any revenue.

Operating Expenses

	Three Months Ended
	June 30,
	2022		2021		Change			%
General and administrative	$	33,664	$	95,990	$	(62,326	)	(65%)
Professional fee		51,974		22,760		29,214			128	%
Compensation and payroll taxes		84,029		232,015		(147,986	)	(64%)
Total operating expenses	$	169,667	$	350,765	$	(181,098	)	(52%)

Compensation and payroll taxes decreased by $147,986, or 64%, for the three months ended June 30, 2022, as compared to 2021. The decrease in compensation expense in the current period is primarily due to the decrease of stock issuances to officers and directors as non-cash compensation in stock and employees’ payroll compared to 2021. Professional fees increased by $29,214, or 128%, for the three months ended June 30, 2022, as compared to the same period in 2021 primarily due to consulting and accounting fees. General and administrative expenses decreased by $62,326, or 65%, for the three months ended June 30, 2022, as compared to the same period in 2021. The decrease in general and administrative expenses is primarily due to reductions in software design costs offset by increases in marketing expenses.

Other Income (Expense)

	Three Months Ended
	June 30,
	2022			2021			Change%
Interest expense	$	(57,520	)	$	(135,443	)	$	77,923	(58%)
Gain on change in fair value of derivative liability		1,721,502			7,917,287			(6,195,785	)(78%)
Total other income (expense)	$	1,663,982		$	7,781,844		$	(6,117,862	)(79%)

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.

The following are the results of our continuing operations for the six months ended June 30, 2022 compared to the six months ended June 30, 2021:

	Six Months Ended
	June 30,
	2022		2021		Change			%
Revenue	$	-	$	-	$	-			-
Operating expense		338,492		678,162		(339,670	)	(50%)
Other income (expense)		3,525,781		91,104,296		(87,578,515	)	(96%)
Net income (loss)	$	3,187,289	$	90,426,134	$	(87,238,845	)	(96%)

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Revenue

During the six months ended June 30, 2022 and 2021, the Company did not generate any revenue.

Operating Expenses

	Six Months Ended
	June 30,
	2022		2021		Change			%
General and administrative	$	73,883	$	139,578	$	(65,695	)	(47%)
Professional fee		105,799		58,906		46,893			80	%
Compensation and payroll taxes		158,810		479,678		(320,868	)	(67%)
Total operating expenses	$	338,492	$	678,162	$	(339,670	)	(50%)

Compensation and payroll taxes decreased by $320,868, during the six months ended June 30, 2022 as compared to 2021. The decrease in compensation expense in the current period is primarily due to employees’ payroll and stock based compensation. Professional fees increased by $46,893 during the six months ended June 30, 2022 as compared to the same period in 2021 primarily due to legal and accounting fees. General and administrative expenses decreased by $65,695 during the six months ended June 30, 2022 as compared to 2021. The decrease in general and administrative expenses is primarily due to an increase in marketing and decrease in software expenses.

Other Income (Expense)

	Six Months Ended
	June 30,
	2022			2021			Change			%
Interest expense	$	(152,847	)	$	(243,826	)	$	90,979		(37%)
Change in fair value of derivative liability		3,591,966			91,348,122			(87,756,156	)	(96%)
Gain on settlement of debt		86,662			-			86,662			-
Total other income (expense)	$	3,525,781		$	91,104,296		$	(87,578,515	)	(96%)

The decrease in other income was primarily due to the change in fair value of derivative liability, from an accounting estimate primarily from the conversion feature of one convertible promissory note.

Liquidity and Capital Resources

	June 30,			December 31,
	2022			2021			Change%
Cash	$	596,880		$	966,682		$	(369,802	)(38%)
Current assets	$	792,673		$	1,159,724		$	(367,051	)(32%)
Current liabilities	$	2,799,459		$	6,541,729		$	(3,742,270	)(57%)
Working capital deficiency	$	(2,006,786	)	$	(5,382,005	)	$	3,375,219	(63%)

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.

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As shown in the accompanying financial statements, the Company has net income of $3,187,289 and $90,426,134 for the six months ended June 30, 2022 and 2021, respectively. The Company also has an accumulated deficit of $35,695,205 and negative working capital of $2,006,786 as of June 30, 2022, as well as outstanding convertible notes payable of $561,167.

As of June 30, 2022, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $1.5 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.

Cash Flows

	Six Months Ended
	June 30,
	2022			2021			Change			%
Cash used in operating activities	$	(338,374	)	$	(555,661	)	$	217,287		(39%)
Cash used in investing activities	$	(54,428	)	$	(7,500	)	$	(46,928	)		626	%
Cash provided by financing activities	$	23,000		$	767,453		$	(744,453	)	(97%)
Cash and cash equivalents on hand	$	596,880		$	265,864		$	331,016			125	%

Operating activities

Net cash used in operating activities for the six months ended June 30, 2022 and 2021 was $338,374 and $555,661, respectively. During the six months ended June 30, 2022, we generated a net income of $3,187,289, which included significant non-cash expenses of $94,681 in debt discount amortization, $9,100 in stock-based compensation, gain on settlement of debt of $86,662, $907 in equipment amortization, and gain of $3,591,966 in change in fair value of derivative liabilities, as well as $48,277 in changes in operating assets and liabilities. During the six months ended June 30, 2021, we incurred a net income of $90,426,134 and the net income included significant non-cash expenses of $91,348,122 in change in fair value of derivative liabilities, debt discount amortization of $186,746, stock compensation of $123,667 and increase from operating liabilities of $55,913.

Investing activities

During the six months ended June 30, 2022, we purchased equipment and software for $54,428.

During the six months ended June 30, 2021, net cash used in investing activities was from $7,500 in advances to a related party. 

Financing activities

During the six months ended June 30, 2022, we paid $12,000 in principal on a convertible note.

Net cash provided by financing activities for the six months ended June 30, 2021 was $767,453, which consisted of $359,000 in proceeds from issuance of common stock, $250,000 in proceeds from convertible notes payable, $195,000 in proceeds from notes payable, and amounts paid for debt settlement of $36,547.

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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 June 30, 2022 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On July 15, 2022, the Company filed a lawsuit with the Eight Circuit District Court in Clark County, Nevada, naming Albert Koenigsberg and Geocommand, Inc. as defendants. The Company is seeking relief for breach of contract, breach of the covenant of good faith and fair dealing, conversion, unjust enrichment, and breach of fiduciary duty. The Company’s allegations include, among other claims, that Mr. Koenigsberg, during his prior time as an executive of the Company, utilized unauthorized funds, entered into improper agreements, and unaccounted for the Company’s finances.

Other than disclosed above, there are no other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

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 six months ended June 30, 2022, the Company issued shares of its common stock as follows, pursuant to exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder:

· 163,364,994 shares of common stock for conversion of debt of $206,901.

· 4,550,000 shares of common stock for stock payable of $32,750.

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

Item 3. Default Upon Senior Securities

As of the date of this Quarterly Report on Form 10-Q, the Company was in default with regard to meeting its payment obligations or with technical provisions of debt agreements in the aggregate principal amount of $220,000. During the quarter ended June 30, 2022, or in the subsequent period through the date of this report, the Company entered into default on the following debt agreements:

· principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

· principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, issued on February 10, 2021, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

The parties are in communication and are working diligently to resolve the pending default.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

As previously disclosed, on July 14, 2022, Mr. Richard Rotanz informed the Board of Directors of the Company of his resignation as a Director of the Company, among other positions held. The resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors has accepted his resignation effective July 15, 2022

21

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.

22

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: August 15, 2022	Maptelligent, Inc.
	By:	/s/ Joseph Cosio-Barron
		Chief Executive Officer (Principal Executive Officer)

23

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 15, 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	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		453,377,754
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

XML

BALANCE SHEETS - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 596,880	$ 966,682
Prepaid expenses	2,751	0
Note receivable - related party	152,042	152,042
Due from related party	41,000	41,000
Total current assets	792,673	1,159,724
Noncurrent assets
Equipment, net	53,521	0
Total Assets	846,194	1,159,724
Current Liabilities
Accounts payable	15,004	22,716
Accrued payroll	106,415	106,415
Accrued interest	196,997	151,709
Notes payable	435,755	384,708
Convertible notes payable	561,167	692,433
Derivative liability	1,483,271	5,159,248
Common stock payable	850	24,500
Total Current Liabilities	2,799,459	6,541,729
Total Liabilities	2,799,459	6,541,729
Stockholders' Deficit
Common stock: 10,000,000,000 authorized; $0.00001 par value 414,436,782 and 246,296,788 shares issued and outstanding, respectively	4,145	2,463
Additional paid in capital	33,737,794	33,498,025
Accumulated deficit	(35,695,205)	(38,882,494)
Total Stockholders' Deficit	(1,953,265)	(5,382,005)
Total Liabilities and Stockholders' Deficit	846,194	1,159,724
Preferred Stock A [Member]
Preferred stock: 2,011,000 authorized; $0.00001 par value;
Preferred stock, value	1	1
Preferred Stock C [Member]
Preferred stock: 2,011,000 authorized; $0.00001 par value;
Preferred stock, value	$ 0	$ 0

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Preferred stock, shares par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	2,011,000	2,011,000
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	414,436,782	246,296,788
Common stock, shares outstanding	414,436,782	246,296,788
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

XML

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
STATEMENTS OF OPERATIONS (Unaudited)
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses
General and administrative	33,664	95,990	73,883	139,578
Professional fees	51,974	22,760	105,799	58,906
Compensation and payroll taxes	84,029	232,015	158,810	479,678
Total operating expenses	169,667	350,765	338,492	678,162
Net loss from operations	(169,667)	(350,765)	(338,492)	(678,162)
Other income (expense)
Interest expense	(57,520)	(135,443)	(152,847)	(243,826)
Change in fair value of derivative liability	1,721,502	7,917,287	3,591,966	91,348,122
Gain on settlement of debt	0	0	86,662	0
Total other income (expense)	1,663,982	7,781,844	3,525,781	91,104,296
Income before income taxes	1,494,315	7,431,079	3,187,289	90,426,134
Provision for income taxes	0	0	0	0
Net income	$ 1,494,315	$ 7,431,079	$ 3,187,289	$ 90,426,134
Basic income per Common Share	$ 0.00	$ 0.09	$ 0.01	$ 1.49
Diluted income (loss) per Common Share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic weighted average number of common shares outstanding	346,056,944	81,674,114	300,611,406	60,784,647
Diluted weighted average number of common shares outstanding	1,147,348,858	668,049,067	1,783,979,264	634,914,296

XML

STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Series C Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Series A Preferred Stock
Balance, shares at Dec. 31, 2020		20	23,712,522			98,796
Balance, amount at Dec. 31, 2020	$ (105,935,274)	$ 0	$ 237	$ 23,709,863	$ (129,645,375)	$ 1
Stock issued for stock payable, shares			43,425
Stock issued for stock payable, amount	19,000	$ 0	$ 0	19,000	0	$ 0
Stock issued for notes and interest conversion, shares			30,770,438
Stock issued for notes and interest conversion, amount	4,342,611		$ 308	4,342,303
Stock issued for settlement of debt - related party, shares			1,281,787
Stock issued for settlement of debt - related party, amount	1,873,740		$ 13	1,873,727
Net income	82,995,055				82,995,055
Balance, shares at Mar. 31, 2021		20	55,808,172			98,796
Balance, amount at Mar. 31, 2021	(16,704,868)		$ 558	29,944,893	(46,650,320)	$ 1
Balance, shares at Dec. 31, 2020		20	23,712,522			98,796
Balance, amount at Dec. 31, 2020	(105,935,274)	$ 0	$ 237	23,709,863	(129,645,375)	$ 1
Net income	90,426,134
Balance, shares at Jun. 30, 2021		20	142,976,721			98,796
Balance, amount at Jun. 30, 2021	(6,822,215)		$ 1,430	32,395,595	(39,219,241)	$ 1
Balance, shares at Mar. 31, 2021		20	55,808,172			98,796
Balance, amount at Mar. 31, 2021	(16,704,868)		$ 558	29,944,893	(46,650,320)	$ 1
Stock issued for notes and interest conversion, shares			26,601,882
Stock issued for notes and interest conversion, amount	1,695,608		$ 266	1,695,342
Net income	7,431,079				7,431,079
Stock issued for cash, shares			48,400,000
Stock issued for cash, amount	459,000		$ 484	458,516
Stock issued for compensation, shares			1,000,000
Stock issued for compensation, amount	12,000		$ 10	11,990
Stock issued for compensation - related party, shares			11,166,667
Stock issued for compensation - related party, amount	111,667		$ 112	111,555
Settlement of debt - related party	173,299			173,299
Balance, shares at Jun. 30, 2021		20	142,976,721			98,796
Balance, amount at Jun. 30, 2021	(6,822,215)		$ 1,430	32,395,595	(39,219,241)	$ 1
Balance, shares at Dec. 31, 2021		20	246,296,788			98,796
Balance, amount at Dec. 31, 2021	(5,382,005)	$ 0	$ 2,463	33,498,025	(38,882,494)	$ 1
Stock issued for stock payable, shares			2,000,000
Stock issued for stock payable, amount	20,500	0	$ 20	20,480	0	0
Stock issued for notes and interest conversion, shares			23,100,476
Stock issued for notes and interest conversion, amount	56,438	0	$ 231	56,207	0	0
Net income	1,692,974	0	$ 0	0	1,692,974	0
Stock issued for accounts payable, shares			225,000
Stock issued for accounts payable, amount	1,800	$ 0	$ 2	1,798	0	$ 0
Balance, shares at Mar. 31, 2022		20	271,622,264			98,796
Balance, amount at Mar. 31, 2022	(3,610,293)	$ 0	$ 2,716	33,576,510	(37,189,520)	$ 1
Balance, shares at Dec. 31, 2021		20	246,296,788			98,796
Balance, amount at Dec. 31, 2021	(5,382,005)	$ 0	$ 2,463	33,498,025	(38,882,494)	$ 1
Net income	3,187,289
Balance, shares at Jun. 30, 2022		20	414,436,782			98,796
Balance, amount at Jun. 30, 2022	(1,953,265)	$ 0	$ 4,145	33,737,794	(35,695,205)	$ 1
Balance, shares at Mar. 31, 2022		20	271,622,264			98,796
Balance, amount at Mar. 31, 2022	(3,610,293)	$ 0	$ 2,716	33,576,510	(37,189,520)	$ 1
Stock issued for stock payable, shares			2,550,000
Stock issued for stock payable, amount	12,250	0	$ 26	12,224	0	0
Stock issued for notes and interest conversion, shares			140,264,518
Stock issued for notes and interest conversion, amount	150,463	0	$ 1,403	149,060	0	0
Net income	1,494,315	$ 0	$ 0	0	1,494,315	$ 0
Balance, shares at Jun. 30, 2022		20	414,436,782			98,796
Balance, amount at Jun. 30, 2022	$ (1,953,265)	$ 0	$ 4,145	$ 33,737,794	$ (35,695,205)	$ 1

XML

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 3,187,289	$ 90,426,134
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount	94,681	186,747
Amortization of equipment	907	0
Common stock issued for compensation	9,100	123,667
Change in fair value of derivative liability	(3,591,966)	(91,348,122)
Gain on settlement of debt	(86,662)	0
Changes in operating assets and liabilities:
Accounts payable	(5,912)	(8,579)
Accrued payroll	0	7,413
Accrued interest	56,940	57,079
Prepaid expenses	(2,751)	0
Net Cash used in Operating Activities	(338,374)	(555,661)
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to related party	0	(7,500)
Purchase of equipment	(54,428)	0
Net Cash used in Investing Activities	(54,428)	(7,500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	0	359,000
Proceeds from convertible notes payable	35,000	250,000
Repayments on convertible notes payable	(12,000)	0
Debt to be settled	0	(36,547)
Proceeds from notes payable	0	195,000
Net Cash provided by Financing Activities	23,000	767,453
Net change in cash	(369,802)	204,292
Cash, beginning of period	966,682	61,572
Cash, end of period	596,880	265,864
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	206,901	6,038,219
Common stock issued for stock payable	32,750	19,000
Common stock issued for payment of accounts payable	1,800	0
Derivative liability recognized as debt discounts	0	281,533
Settlement of debt - related party	0	173,299
Stock issued for settlement of related party debt	0	1,873,740
Subscription receivable	$ 0	$ 100,000

XML

DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 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

6 Months Ended

Jun. 30, 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. 

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:

June 30, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,483,271	$	1,483,271

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.

Equipment

Equipment, consisting of geospatial scanners and software is reported at cost less accumulated depreciation and impairment, if any Depreciation expense is recognized over the assets’ estimated useful lives of five years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Recent Accounting Pronouncements

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.

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GOING CONCERN

6 Months Ended

Jun. 30, 2022

GOING CONCERN

NOTE 3 - GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company used net cash in operating activities of $338,374 for the six months ended June 30, 2022, and had an accumulated deficit of $35,695,205 and a negative working capital of $2,006,786 as of June 30, 2022. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieve profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

XML

EQUIPMENT

6 Months Ended

Jun. 30, 2022

EQUIPMENT

NOTE 4 - EQUIPMENT

NOTE 4 - EQUIPMENT

	June 30, 2022							December 31, 2021
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation		Net Book Value
Geospatial Equipment	$	50,753	$	(846	)	$	49,907	$	-	$	-	$	-
Geospatial Software		3,675		(61	)		3,614
Total equipment	$	54,428	$	(907	)	$	53,521	$	-	$	-	$	-

 Depreciation expense for the six months ending June 30, 2022 and 2021, was $907 and $0, respectively.

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2022

NOTES PAYABLE

NOTE 5 - NOTES PAYABLE

NOTE 5 - NOTES PAYABLE

Notes payable

As of June 30, 2022 and December 31, 2021, the Company has notes payable as follows:

	June 30,			December 31,
	2022			2021
Notes payable	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(4,245	)		(55,292	)
Total outstanding notes payable	$	435,755		$	384,708

During the six months ended June 30, 2022 and 2021, the Company recorded debt discount amortization of $51,047 and $53,342, respectively, and interest expense of $26,184 and $23,290, respectively. As of June 30, 2022 and December 31, 2021, the Company had accrued interest of $77,682 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. As of June 30, 2022 the note is in default. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

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. Subsequent to June 30, 2022 the note is in default. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid.

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CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2022

CONVERTIBLE NOTES PAYABLE

NOTE 6 - CONVERTIBLE NOTES PAYABLE

NOTE 6 - CONVERTIBLE NOTES PAYABLE

The Company has convertible notes payable as follows:

	June 30,			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
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		-			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		-			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		25,850			43,750
Promissory note, dated April 29, 2022, bearing interest of 10% annually, payable on April 29, 2023		38,750			-
Convertible notes before debt discount		566,109			737,259
Less debt discount		(4,942	)		(44,826	)
Total outstanding convertible notes payable	$	561,167		$	692,433

During the six months ended June 30, 2022 and 2021, the Company recognized interest expense of $32,007 and $33,789 and amortization of debt discount, included in interest expense, of $43,634 and $133,405, respectively. As of June 30, 2022 and December 31, 2021, the Company recorded accrued interest of $119,315 and $100,210, respectively.

Conversion

During the six months ended June 30, 2022, the Company converted convertible note principal and accrued interest of $206,901 into 163,364,994 shares of common stock. The corresponding derivative liability at the date of conversion of $84,011, 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.

Promissory Notes - Issued in fiscal year 2022

During the six months ended June 30, 2022, the Company issued a total of $38,750 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 $3,750 and the Company received cash of $35,000.

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 six months ended June 30, 2022.

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2021 amounted to $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

6 Months Ended

Jun. 30, 2022

WARRANTS

NOTE 7 - WARRANTS

NOTE 7 - 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 5).

The Company determined that the warrants qualify for derivative accounting as a result of the reset feature, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options.

The following summarizes the Company’s warrant activity:

			Weighted
	Warrants		average exercise price		remaining life (Year)
Outstanding - December 31, 2020		146,667	$	1.50		4.95
Granted		146,667		1.50		5.00
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - June 30, 2022		293,334	$	1.50		3.53

The intrinsic value of the warrants as of June 30, 2022 is $0. All of the outstanding warrants are exercisable as of June 30, 2022.

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DERIVATIVE INSTRUMENTS

6 Months Ended

Jun. 30, 2022

DERIVATIVE INSTRUMENTS

NOTE 8 - DERIVATIVE INSTRUMENTS

NOTE 8 - DERIVATIVE INSTRUMENTS

The Company analyzed the conversion options in its convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the discounted variable-rate conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Fair Value Assumptions Used in Accounting for Derivative Liabilities.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.

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

	Six Months			Year ended
	June 30,			December 31,
	2022			2021
Expected life in years	3.45 - 3.62 years			0.12 - 5 years
Stock price volatility	998% - 1007 %			135% - 1456 %
Discount rate		2.99	%	0.04% - 1.26%
Expected dividends	None			None

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		(3,591,966	)
Balance - June 30, 2022	$	1,483,271

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

	June 30,			June 30,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(3,591,966	)		(91,704,821	)
	$	(3,591,966	)	$	(91,348,122	)

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2022

COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company takes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month-to-month basis for $75 a month.

Litigation

Other than the disclosure provided under “Item 1” of this Form, we are not party to any additional material legal proceedings.

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EQUITY

6 Months Ended

Jun. 30, 2022

EQUITY

NOTE 10 - EQUITY

NOTE 10 - 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 times the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding).

Preferred A Stock

As of June 30, 2022 and December 31, 2021, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.

Preferred C Stock

As of June 30, 2022 and December 31, 2021, 20 shares of the Company’s Preferred C Stock were issued and outstanding.

Common Stock

During the six months ended June 30, 2022, the Company issued 168,139,994 common shares as follows:

· 163,364,994 shares of common stock for conversion of debt of $206,901.

· 4,550,000 shares of common stock for stock payable of $32,750.

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

Stock Payable

As of June 30, 2022 and December 31, 2021, the Company reported stock payable of $850 and $24,500, respectively, which is 700,000 and 2,400,000 shares to be issued, respectively.

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NET INCOME (LOSS) PER COMMON SHARE

6 Months Ended

Jun. 30, 2022

NET INCOME (LOSS) PER COMMON SHARE

NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE

NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE 

Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net income	$	1,494,315		$	7,431,079		$	3,187,289		$	90,426,134
Gain on change in fair value of derivatives		(1,721,502	)		(7,917,287	)		(3,591,966	)		(91,348,122	)
Interest on convertible debt		17,245			12,906			43,634			33,789
Net income (loss) - diluted	$	(209,942	)	$	(473,302	)	$	(361,043	)	$	(888,199	)
Denominator:
Weighted average common shares outstanding		346,056,944			81,674,114			300,611,406			60,784,647
Effect of dilutive shares		801,291,914			586,374,953			1,483,367,858			574,129,649
Diluted		1,147,348,858			668,049,067			1,783,979,264			634,914,296
Net income (loss) per common share:
Basic	$	0.00		$	0.09		$	0.01		$	1.49
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

For the six months ended June 30, 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

6 Months Ended

Jun. 30, 2022

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

The Company evaluated events subsequent to June 30, 2022, through the date these financial statements were issued, and noted the following events requiring disclosure:

On July 7, 2022, $11,750 of principle of a convertible note was converted at $0.00072 to 19,583,333 common shares.

On July 12, 2022, $11,750 of principle and $2,187.50 of interest of a convertible note was converted at $0.00072 to 19,357,639 common shares.

On July 14, 2022, the Company issued notes payable of $39,250. The note was unsecured, bore interest at 10% per annum, and a maturity date of July 14, 2023. The Company received $35,000 and recorded $4,250 as debt discount.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 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. 

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:

June 30, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,483,271	$	1,483,271

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.

Equipment

Equipment

Equipment, consisting of geospatial scanners and software is reported at cost less accumulated depreciation and impairment, if any Depreciation expense is recognized over the assets’ estimated useful lives of five years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Upon sale or retirement of an asset, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is recognized.

Long-Lived Assets

Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

Recent Accounting Pronouncements

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Fair Value Liabilities Measured on Recurring Basis

June 30, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,483,271	$	1,483,271

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

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EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2022

EQUIPMENT

Schedule of Equipment

	June 30, 2022							December 31, 2021
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation		Net Book Value
Geospatial Equipment	$	50,753	$	(846	)	$	49,907	$	-	$	-	$	-
Geospatial Software		3,675		(61	)		3,614
Total equipment	$	54,428	$	(907	)	$	53,521	$	-	$	-	$	-

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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2022

NOTES PAYABLE

Schedule of Notes Payable

	June 30,			December 31,
	2022			2021
Notes payable	$	440,000		$	440,000
		440,000			440,000
Less debt discount		(4,245	)		(55,292	)
Total outstanding notes payable	$	435,755		$	384,708

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CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2022

CONVERTIBLE NOTES PAYABLE

Schedule of Convertible Notes Payable

	June 30,			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
Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022		-			43,750
Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022		-			43,750
Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022		25,850			43,750
Promissory note, dated April 29, 2022, bearing interest of 10% annually, payable on April 29, 2023		38,750			-
Convertible notes before debt discount		566,109			737,259
Less debt discount		(4,942	)		(44,826	)
Total outstanding convertible notes payable	$	561,167		$	692,433

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WARRANTS (Tables)

6 Months Ended

Jun. 30, 2022

WARRANTS

Schedule of Warrant Activity

			Weighted
	Warrants		average exercise price		remaining life (Year)
Outstanding - December 31, 2020		146,667	$	1.50		4.95
Granted		146,667		1.50		5.00
Outstanding - December 31, 2021		293,334	$	1.50		4.03
Granted		-		-		-
Outstanding - June 30, 2022		293,334	$	1.50		3.53

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DERIVATIVE INSTRUMENTS (Tables)

6 Months Ended

Jun. 30, 2022

DERIVATIVE INSTRUMENTS

Schedule of Estimated Fair Values of Liabilities Measured on Recurring Basis

	Six Months			Year ended
	June 30,			December 31,
	2022			2021
Expected life in years	3.45 - 3.62 years			0.12 - 5 years
Stock price volatility	998% - 1007 %			135% - 1456 %
Discount rate		2.99	%	0.04% - 1.26%
Expected dividends	None			None

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		(3,591,966	)
Balance - June 30, 2022	$	1,483,271

Schedule of (Gain) Loss on Derivatives

	June 30,			June 30,
	2022			2021
Addition of new derivatives recognized as loss on derivatives	$	-		$	356,699
Change in fair value of the derivative		(3,591,966	)		(91,704,821	)
	$	(3,591,966	)	$	(91,348,122	)

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

6 Months Ended

Jun. 30, 2022

NET INCOME (LOSS) PER COMMON SHARE

Schedule of Earnings Per Share, Basic and Diluted

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net income	$	1,494,315		$	7,431,079		$	3,187,289		$	90,426,134
Gain on change in fair value of derivatives		(1,721,502	)		(7,917,287	)		(3,591,966	)		(91,348,122	)
Interest on convertible debt		17,245			12,906			43,634			33,789
Net income (loss) - diluted	$	(209,942	)	$	(473,302	)	$	(361,043	)	$	(888,199	)
Denominator:
Weighted average common shares outstanding		346,056,944			81,674,114			300,611,406			60,784,647
Effect of dilutive shares		801,291,914			586,374,953			1,483,367,858			574,129,649
Diluted		1,147,348,858			668,049,067			1,783,979,264			634,914,296
Net income (loss) per common share:
Basic	$	0.00		$	0.09		$	0.01		$	1.49
Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Liabilities
Derivative liabilities	$ 1,483,271	$ 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	$ 1,483,271	$ 5,159,248

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GOING CONCERN (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
GOING CONCERN
Net Cash used in Operating Activities	$ (338,374)	$ (555,661)
Accumulated deficit	(35,695,205)		$ (38,882,494)
Working capital (deficit)	$ (2,006,786)

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EQUIPMENT (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Cost	$ 54,428	$ 0
Accumulated Depreciation	(907)	0
Net Book Value	53,521	0
Geospatial Equipment [Member]
Cost	50,753	0
Accumulated Depreciation	(846)	0
Net Book Value	49,907	0
Geospatial Software [Member]
Cost	3,675	0
Accumulated Depreciation	(61)	0
Net Book Value	$ 3,614	$ 0

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EQUIPMENT (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
GOING CONCERN
Depreciation expense	$ 907	$ 0

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NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Notes payable	$ 440,000	$ 440,000
Less debt discount	(4,245)	(55,292)
Total outstanding notes payable	435,755	384,708
Promissory Notes [Member]
Notes payable	$ 440,000	$ 440,000

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NOTES PAYABLE (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 10, 2021	Dec. 10, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021
Amortization of Debt Discount (Premium)					$ 43,634	$ 133,405
Interest Expense			$ 57,520	$ 135,443	152,847	243,826
Securities Purchase Agreement [Member]
Debt instrument principal amount		$ 220,000
Debt instrument		$ 440,000
Notes Payable [Member]
Amortization of Debt Discount (Premium)					51,047	53,342
Interest payable			$ 77,682		77,682				$ 51,498
Interest Expense					$ 26,184	$ 23,290
First Note [Member]
Interest rate					24.00%
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]
Interest rate					24.00%
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 ($)	Jun. 30, 2022	Dec. 31, 2021
Convertible Debt, Gross	$ 566,109	$ 737,259
Less debt discount	(4,942)	(44,826)
Total outstanding convertible notes payable	561,167	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	0	38,750
Promissory Notes 11 [Member]
Convertible Debt, Gross	0	43,750
Promissory Notes 12 [Member]
Convertible Debt, Gross	0	43,750
Promissory Notes 13 [Member]
Convertible Debt, Gross	25,850	43,750
Promissory Notes 14 [Member]
Convertible Debt, Gross	$ 38,750	$ 0

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Interest expense	$ 32,007	$ 33,789
Accrued interest	119,315	100,210
Amortization of debt discount	43,634	133,405
Additional paid in capital, derivative liability	$ 84,011
Common stock shares issued upon conversion of debt	163,364,994
Debt conversion, converted instrument, principle amount	$ 206,901
Fair value of derivative liability	606,699
Derivative liability, debt discount	250,000
Loss on derivative liability	356,699
Proceeds from convertible notes	35,000	$ 250,000
2017 [Member]
Proceeds from convertible notes	$ 265,900
Term description	Terms ranging from 9 months to 12 months. Certain note is due on demand.
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
2022 [Member]
Proceeds from convertible notes	$ 38,750
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	$ 3,750
Net proceeds after original issue discounts and financing costs	$ 35,000

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WARRANTS (Details) - Warrants [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Outstanding at beginning balance	293,334	146,667
Granted	0	146,667
Outstanding at ending balance	293,334	293,334
Weighted Average Exercise Price Per Share, beginning balance	$ 1.50	$ 1.50
Weighted Average Exercise Price Per Share, Warrants granted	0	1.50
Weighted Average Exercise Price Per Share, ending balance	$ 1.50	$ 1.50
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life, beginning	4 years 10 days	4 years 11 months 12 days
Weighted Average Remaining Contractual Life, Warrants granted	0 years	5 years
Weighted Average Remaining Contractual Life, ending	3 years 6 months 10 days	4 years 11 days

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WARRANTS (Details Narrative) - Warrants [Member]	6 Months Ended
	Jun. 30, 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)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Expected dividends	0.00%	0.00%
Discount rate	2.99%
Minimum [Member]
Discount rate		0.04%
Expected life in years	3 years 5 months 12 days	1 month 13 days
Stock price volatility	998.00%	135.00%
Maximum [Member]
Discount rate		1.26%
Expected life in years	3 years 7 months 13 days	5 years
Stock price volatility	1007.00%	1456.00%

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DERIVATIVE INSTRUMENTS (Details 1) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	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	356,699
Settled upon conversion of debt	(84,011)		(4,978,926)
Gain on change in fair value of the derivative	(3,591,966)	$ (91,704,821)	(92,861,546)
Ending balance	$ 1,483,271		$ 5,159,248

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DERIVATIVE INSTRUMENTS (Details 2) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
DERIVATIVE INSTRUMENTS
Addition of new derivatives recognized as loss on derivatives	$ 0	$ 356,699	$ 356,699
Change in value of derivative liability	(3,591,966)	(91,704,821)	$ (92,861,546)
Gain/Loss on derivative	$ (3,591,966)	$ (91,348,122)

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	6 Months Ended
	Jun. 30, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Rent expense (Monthly)	$ 75

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EQUITY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt conversion, converted instrument, principle amount	$ 206,901
Common stock shares issued upon conversion of debt	163,364,994
Common stock, shares issued	414,436,782	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
Preferred Stock C [Member]
Preferred stock voting right description	each share is not convertible and has voting rights equal to four times the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding
Preferred stock, shares issued	20	20
Preferred stock, shares outstanding	20	20
Preferred Stock Shares Authorized	1,000
Common Stock [Member]
Debt conversion, converted instrument, principle amount	$ 206,901
Common stock shares issued upon conversion of debt	163,364,994
Common stock, shares issued	168,139,994
Common stock authorized shares	10,000,000,000
Stock payable	$ 850	$ 24,500
Shares to be issued	700,000	2,400,000
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	4,550,000
Common stock for stock payable, amount	$ 32,750
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				6 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Net income (loss) per common share: Basic	$ 0.00		$ 0.09		$ 0.01	$ 1.49
Net incom (loss per common share: Diluted	$ (0.00)		$ (0.00)		$ (0.00)	$ (0.00)
Net income	$ 1,494,315	$ 1,692,974	$ 7,431,079	$ 82,995,055	$ 3,187,289	$ 90,426,134
Weighted average common shares outstanding	346,056,944		81,674,114		300,611,406	60,784,647
Diluted	1,147,348,858		668,049,067		1,783,979,264	634,914,296
Numerator: [Member]
Net income	$ 1,494,315		$ 7,431,079		$ 3,187,289	$ 90,426,134
Gain on change in fair value of derivatives	(1,721,502)		(7,917,287)		(3,591,966)	91,348,122
Interest on convertible debt	17,245		12,906		43,634	33,789
Net income (loss) - diluted	$ (209,942)		$ (473,302)		$ (361,043)	$ (888,199)
Denominator: [Member]
Weighted average common shares outstanding	346,056,944		81,674,114		300,611,406	60,784,647
Effect of dilutive shares	801,291,914		586,374,953		1,483,367,858	574,129,649
Diluted	1,147,348,858		668,049,067		1,783,979,264	634,914,296

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)			6 Months Ended
	Jul. 14, 2022	Jul. 12, 2022	Jun. 30, 2022	Jun. 30, 2021	Jul. 07, 2022
Debt discount			$ 43,634	$ 133,405
Subsequent Event [Member]
Notes payable	$ 39,250	$ 11,750
Conversion price per share		$ 0.00072
Convertible note converted Common stock shares		19,357,639
Principle of convertible note interest amount		$ 2,187
Maturity date	Jul. 14, 2023
Unsecured, bore interest rate	10.00%
Notes payable issued, amount	$ 35,000
Debt discount	$ 4,250
Subsequent Event [Member] | July 07, 2022
Notes payable					$ 11,750
Conversion price per share					$ 0.00072
Convertible note converted Common stock shares					19,583,333