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 September 30, 2020March 31, 2021
Commission file number: 333-218746000-55797
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)
561 926-3083415-990-8141
(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 | ☒ |
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 November 23, 2020May 17, 2021 was 1,521,811. The 1 for 4,000 reverse split that occurred on October 9, 2020 has been retroactively applied to all periods presented, and reflected in all common stock amounts reported in this Form 10-Q unless otherwise noted.63,886,670.
MAPTELLIGENT, INC.
(FORMERLY LAS VEGAS XPRESS, INC.)
|
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| Balance Sheets – as of |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2 |
Table of Contents |
MAPTELLIGENT, INC.
Maptelligent, Inc.BALANCE SHEETS
(formerly Las Vegas Xpress, Inc.)
(Unaudited)
|
| September 30, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
| ||||
Assets | ||||||||
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ | 13,852 |
|
| $ | - |
|
Prepaid expenses |
|
| 15,000 |
|
|
|
|
|
Total current assets |
|
| 28,852 |
|
|
| - |
|
|
|
|
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|
|
|
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Total assets |
| $ | 28,852 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity (Deficit) | ||||||||
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 140,857 |
|
| $ | 81,127 |
|
Accrued expenses |
|
| 2,746,828 |
|
|
| 2,615,890 |
|
Accrued expenses - related parties |
|
| 78,185 |
|
|
| 64,322 |
|
Notes payable to related parties |
|
| 531,722 |
|
|
| 531,722 |
|
Short term loan - related parties |
|
| 309,429 |
|
|
| - |
|
Notes payable |
|
| 2,868 |
|
|
| 2,868 |
|
Convertible notes payable |
|
| 324,058 |
|
|
| 324,058 |
|
Derivative liability |
|
| 200,975 |
|
|
| 143,678 |
|
Total current liabilities |
|
| 4,334,922 |
|
|
| 3,763,665 |
|
Total liabilities |
|
| 4,334,922 |
|
|
| 3,763,665 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
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|
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|
Shareholders' equity (deficit) |
|
|
|
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|
|
|
|
Preferred stock, $0.00001 par value, 2,011,000 shares authorized, 98,800 shares issued and outstanding |
|
| 1 |
|
|
| 1 |
|
Common stock, $0.00001 par value, 10,000,000,000 shares authorized, 1,392,423 and 879,742 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
| 14 |
|
|
| 9 |
|
Additional paid-in capital |
|
| 19,874,398 |
|
|
| 19,632,880 |
|
Accumulated (deficit) |
|
| (24,180,483 | ) |
|
| (23,396,555 | ) |
Total shareholders' equity (deficit) |
|
| (4,306,070 | ) |
|
| (3,763,665 | ) |
Total liabilities and shareholders' equity (deficit) |
| $ | 28,852 |
|
| $ | - |
|
|
| March 31, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ | 76,498 |
|
| $ | 61,572 |
|
Note receivable – related party |
|
| 152,042 |
|
|
| 152,042 |
|
Due from related party |
|
| 41,000 |
|
|
| 33,500 |
|
Total current assets |
|
| 269,540 |
|
|
| 247,114 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ | 269,540 |
|
| $ | 247,114 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
| $ | 26,184 |
|
| $ | 18,949 |
|
Accrued payroll |
|
| 286,435 |
|
|
| 272,301 |
|
Accrued interest |
|
| 1,112,921 |
|
|
| 1,213,264 |
|
Notes payable |
|
| 297,211 |
|
|
| 109,355 |
|
Convertible notes payable |
|
| 221,575 |
|
|
| 229,438 |
|
Derivative liability |
|
| 14,961,776 |
|
|
| 102,361,488 |
|
Debt to be settled |
|
| 68,306 |
|
|
| 1,958,593 |
|
Common stock payable |
|
| 0 |
|
|
| 19,000 |
|
Total Current Liabilities |
|
| 16,974,408 |
|
|
| 106,182,388 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
| 16,974,408 |
|
|
| 106,182,388 |
|
|
|
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|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Preferred stock: 2,011,000 authorized; $0.00001 par value; |
|
|
|
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|
|
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|
Preferred A, 1,000,000 shares designated, 98,796 shares issued and outstanding |
|
| 1 |
|
|
| 1 |
|
Preferred C, 1,000 shares designated, 20 shares issued and outstanding, respectively |
|
| 0 |
|
|
| 0 |
|
Common stock: 10,000,000,000 authorized; $0.00001 par value |
|
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|
55,808,172 and 23,712,522 shares issued and outstanding, respectively |
|
| 558 |
|
|
| 237 |
|
Additional paid in capital |
|
| 29,944,893 |
|
|
| 23,709,863 |
|
Accumulated deficit |
|
| (46,650,320 | ) |
|
| (129,645,375 | ) |
Total Stockholders' Deficit |
|
| (16,704,868 | ) |
|
| (105,935,274 | ) |
Total Liabilities and Stockholders' Deficit |
| $ | 269,540 |
|
| $ | 247,114 |
|
See accompanying notes to these unaudited financial statements.
3 |
Table of Contents |
MAPTELLIGENT, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
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| ||
Revenue |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
General and administrative |
|
| 43,588 |
|
|
| 608 |
|
Professional fees |
|
| 36,146 |
|
|
| 0 |
|
Compensation and payroll taxes |
|
| 247,663 |
|
|
| 93,750 |
|
Total operating expenses |
|
| 327,397 |
|
|
| 94,358 |
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| (327,397 | ) |
|
| (94,358 | ) |
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
Interest expense |
|
| (108,383 | ) |
|
| (13,011 | ) |
Change in fair value of derivative liability |
|
| 83,430,835 |
|
|
| 0 |
|
Total other income (expense) |
|
| 83,322,452 |
|
|
| (13,011 | ) |
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
| 82,995,055 |
|
|
| (107,369 | ) |
Provision for income taxes |
|
| 0 |
|
|
| 0 |
|
Net income (loss) |
| $ | 82,995,055 |
|
| $ | (107,369 | ) |
|
|
|
|
|
|
|
|
|
Basic income (loss) per Common Share |
| $ | 2.10 |
|
| $ | (0.12 | ) |
Diluted income (loss) per Common Share |
| $ | (0.00 | ) |
| $ | (0.12 | ) |
Basic weighted average number of common shares outstanding |
|
| 39,484,185 |
|
|
| 879,741 |
|
Diluted weighted average number of common shares outstanding |
|
| 506,192,546 |
|
|
| 879,741 |
|
See accompanying notes to these unaudited financial statements
4 |
Table of Contents |
MAPTELLIGENT, INC.
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
|
| Series A Preferred Stock |
|
| Series C Preferred Stock |
|
| Common Stock |
|
| Additional Paid in |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2020 |
|
| 98,796 |
|
| $ | 1 |
|
|
| 20 |
|
| $ | 0 |
|
|
| 23,712,522 |
|
| $ | 237 |
|
| $ | 23,709,863 |
|
| $ | (129,645,375 | ) |
| $ | (105,935,274 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for stock payable |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 43,425 |
|
|
| 0 |
|
|
| 19,000 |
|
|
| 0 |
|
|
| 19,000 |
|
Stock issued for notes and interest conversion |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 30,770,438 |
|
|
| 308 |
|
|
| 4,342,303 |
|
|
| 0 |
|
|
| 4,342,611 |
|
Stock issued for settlement of debt - related party |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 1,281,787 |
|
|
| 13 |
|
|
| 1,873,727 |
|
|
| 0 |
|
|
| 1,873,740 |
|
Net income |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
|
|
|
|
| 0 |
|
|
| 0 |
|
|
| 82,995,055 |
|
|
| 82,995,055 |
|
Balance - March 31, 2021 |
|
| 98,796 |
|
| $ | 1 |
|
|
| 20 |
|
| $ | 0 |
|
|
| 55,808,172 |
|
| $ | 558 |
|
| $ | 29,944,893 |
|
| $ | (46,650,320 | ) |
| $ | (16,704,868 | ) |
|
| Series A Preferred Stock |
|
| Series C Preferred Stock |
|
| Common Stock |
|
| Additional Paid in |
|
| Accumulated |
|
| Total Stockholders' |
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Deficit |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance - December 31, 2019 |
|
| 98,796 |
|
| $ | 1 |
|
|
| 4 |
|
| $ | 0 |
|
|
| 879,742 |
|
| $ | 9 |
|
| $ | 19,632,880 |
|
| $ | (23,396,555 | ) |
| $ | (3,763,665 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
|
|
|
|
| 0 |
|
|
| 0 |
|
|
| (107,369 | ) |
|
| (107,369 | ) |
Balance - March 31, 2020 |
|
| 98,796 |
|
| $ | 1 |
|
|
| 4 |
|
| $ | 0 |
|
|
| 879,742 |
|
| $ | 9 |
|
| $ | 19,632,880 |
|
| $ | (23,503,924 | ) |
| $ | (3,871,034 | ) |
See accompanying notes to these unaudited condensed financial statements
Maptelligent, Inc.
(formerly Las Vegas Xpress, Inc.)
(Unaudited)
|
| Three months ended |
|
| Three months ended |
|
| Nine months ended |
|
| Nine months ended |
| ||||
|
| September 30, |
|
| September 30, |
|
| September 30, |
|
| September 30, |
| ||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Cost of sales |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Gross profit (loss) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and payroll taxes |
|
| 506,473 |
|
|
| 76,250 |
|
|
| 620,723 |
|
|
| 306,250 |
|
Selling, general and administrative |
|
| 25,455 |
|
|
| 4,634 |
|
|
| 45,593 |
|
|
| 37,785 |
|
Professional fees |
|
| 17,900 |
|
|
| 45,747 |
|
|
| 18,500 |
|
|
| 148,200 |
|
Total expenses |
|
| 549,828 |
|
|
| 126,631 |
|
|
| 684,816 |
|
|
| 492,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (549,828 | ) |
|
| (126,631 | ) |
|
| (684,816 | ) |
|
| (492,235 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| (13,151 | ) |
|
| (50,606 | ) |
|
| (41,815 | ) |
|
| (130,779 | ) |
Gain (loss) on change in value of derivative liability |
|
| 624,859 |
|
|
| 34,699 |
|
|
| (57,297 | ) |
|
| 171,684 |
|
Total other income (expense) |
|
| 611,708 |
|
|
| (15,907 | ) |
|
| (99,112 | ) |
|
| 40,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from operations before provision for income taxes |
|
| 61,880 |
|
|
| (142,538 | ) |
|
| (783,928 | ) |
|
| (451,330 | ) |
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net income (loss) |
| $ | 61,880 |
|
| $ | (142,538 | ) |
| $ | (783,928 | ) |
| $ | (451,330 | ) |
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share |
| $ | 0.05 |
|
| $ | (0.16 | ) |
| $ | (0.76 | ) |
| $ | (0.71 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
| 1,288,099 |
|
|
| 879,669 |
|
|
| 1,025,682 |
|
|
| 633,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fully diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share |
| $ | 0.03 |
|
| $ | (0.16 | ) |
| $ | (0.76 | ) |
| $ | (0.71 | ) |
Weighted average number of common shares outstanding |
|
| 1,893,107 |
|
|
| 879,669 |
|
|
| 1,025,682 |
|
|
| 633,111 |
|
See accompanying notes to these unaudited condensed financial statements
|
Maptelligent, Inc.
(formerly Las Vegas Xpress, Inc.)
Statements of Shareholders’ Equity (Deficit)
Three and Nine Months Ended September 30, 2020 and 2019
(Unaudited)
|
|
|
|
|
| Additional |
|
|
|
|
| |||||||||||||||||
|
| Common Stock |
|
| Preferred Stock |
|
| Paid-in |
|
| Accumulated |
|
|
|
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance December 31, 2018 |
|
| 185,583 |
|
| $ | 2 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,382,744 |
|
| $ | (22,819,947 | ) |
| $ | (3,437,200 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for compensation |
|
| 193,750 |
|
|
| 2 |
|
|
| - |
|
|
| - |
|
|
| 77,498 |
|
|
| - |
|
|
| 77,500 |
|
Stock issued for notes and interest conversion |
|
| 256,440 |
|
|
| 3 |
|
|
| - |
|
|
| - |
|
|
| 120,522 |
|
|
| - |
|
|
| 120,525 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (189,119 | ) |
|
| (189,119 | ) |
Balance March 31, 2019 |
|
| 635,773 |
|
| $ | 7 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,580,764 |
|
| $ | (23,009,066 | ) |
| $ | (3,428,294 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for notes and interest conversion |
|
| 243,844 |
|
|
| 2 |
|
|
| - |
|
|
| - |
|
|
| 52,116 |
|
|
|
|
|
|
| 52,118 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (119,673 | ) |
|
| (119,673 | ) |
Balance June 30, 2019 |
|
| 879,617 |
|
| $ | 9 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,632,880 |
|
| $ | (23,128,739 | ) |
| $ | (3,495,849 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for subscription payable |
|
| 125 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
| - |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (142,538 | ) |
|
| (142,538 | ) |
Balance September 30, 2019 |
|
| 879,742 |
|
| $ | 9 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,632,880 |
|
| $ | (23,271,277 | ) |
| $ | (3,638,387 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2019 |
|
| 879,742 |
|
| $ | 9 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,632,880 |
|
| $ | (23,396,555 | ) |
| $ | (3,763,665 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (107,369 | ) |
|
| (107,369 | ) |
Balance March 31, 2020 |
|
| 879,742 |
|
| $ | 9 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,632,880 |
|
| $ | (23,503,924 | ) |
| $ | (3,871,034 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for notes and interest conversion |
|
| 26,291 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,155 |
|
|
| - |
|
|
| 3,155 |
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (738,439 | ) |
|
| (738,439 | ) |
Balance June 30, 2020 |
|
| 906,033 |
|
| $ | 9 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,636,035 |
|
| $ | (24,242,363 | ) |
| $ | (4,606,318 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for notes and interest conversion |
|
| 111,390 |
|
|
| 1 |
|
|
| - |
|
|
| - |
|
|
| 13,366 |
|
|
|
|
|
|
| 13,367 |
|
Stock issued for compensation |
|
| 375,000 |
|
|
| 4 |
|
|
| - |
|
|
| - |
|
|
| 224,996 |
|
|
| - |
|
|
| 225,000 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 61,880 |
|
|
| 61,880 |
|
Balance September 30, 2020 |
|
| 1,392,423 |
|
| $ | 14 |
|
|
| 98,800 |
|
| $ | 1 |
|
| $ | 19,874,398 |
|
| $ | (24,180,483 | ) |
| $ | (4,306,070 | ) |
See accompanying notes to these unaudited condensed financial statements
5 |
Table of Contents |
Maptelligent, Inc.MAPTELLIGENT, INC.
(formerly Las Vegas Xpress, Inc.)STATEMENTS OF CASH FLOWS
(Unaudited)
|
| September 30, |
|
| September 30, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Cash flows from operating activities |
|
|
|
|
|
| ||
Net loss |
| $ | (783,928 | ) |
| $ | (451,330 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization of debt discount on notes payable |
|
| - |
|
|
| 65,001 |
|
Common stock issued for compensation |
|
| 225,000 |
|
|
| 77,500 |
|
Change in fair value of derivative liability |
|
| 57,297 |
|
|
| (171,684 | ) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
| 190,668 |
|
|
| 379,225 |
|
Accounts payable and accrued expenses - related parties |
|
| 30,386 |
|
|
| 13,749 |
|
Accounts receivable |
|
| (15,000 | ) |
|
| - |
|
Unearned revenue |
|
|
|
|
|
| (1,516 | ) |
Net cash used in operating activities |
|
| (295,577 | ) |
|
| (89,055 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from short term loan |
|
| 309,429 |
|
|
|
|
|
Repayments on convertible notes payable |
|
| - |
|
|
| - |
|
Repayments on notes payable |
|
| - |
|
|
| (1,647 | ) |
Proceeds from related party notes payable |
|
| - |
|
|
| 86,082 |
|
Proceeds from notes payable |
|
| - |
|
|
| 1,546 |
|
Net cash provided by financing activities |
|
| 309,429 |
|
|
| 85,981 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| 13,852 |
|
|
| (3,074 | ) |
Cash, beginning of the period |
|
| - |
|
|
| 3,088 |
|
Cash, end of the period |
| $ | 13,852 |
|
| $ | 14 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid with cash |
| $ | - |
|
| $ | - |
|
Income taxes paid |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
Conversion of notes payable and accrued interest to common stock |
| $ | 16,523 |
|
| $ | 172,643 |
|
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | 82,995,055 |
|
| $ | (107,369 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Amortization of debt discount |
|
| 75,783 |
|
|
| 0 |
|
Change in fair value of derivative liability |
|
| (83,430,835 | ) |
|
| 0 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
| 7,235 |
|
|
| 102,765 |
|
Accrued payroll |
|
| 14,134 |
|
|
| 0 |
|
Accrued interest |
|
| 32,601 |
|
|
| 0 |
|
Accrued expenses - related parties |
|
| 0 |
|
|
| 4,604 |
|
Net Cash used in Operating Activities |
|
| (306,027 | ) |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Due from related party |
|
| (7,500 | ) |
|
| 0 |
|
Net Cash used in Investing Activities |
|
| (7,500 | ) |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable |
|
| 150,000 |
|
|
| 0 |
|
Payments on debt to be settled |
|
| (16,547 | ) |
|
| 0 |
|
Proceeds from notes payable |
|
| 195,000 |
|
|
| 0 |
|
Net Cash provided by Financing Activities |
|
| 328,453 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| 14,926 |
|
|
| 0 |
|
Cash, beginning of period |
|
| 61,572 |
|
|
| 0 |
|
Cash, end of period |
| $ | 76,498 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | 0 |
|
| $ | 0 |
|
Cash paid for taxes |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing transactions: |
|
|
|
|
|
|
|
|
Conversion of notes payable and accrued interest to common stock |
| $ | 4,342,611 |
|
| $ | 0 |
|
Common stock issued for stock payable |
| $ | 19,000 |
|
| $ | 0 |
|
Derivative liability recognized as debt discounts |
| $ | 181,533 |
|
| $ | 0 |
|
Stock issued for settlement of related party debt |
| $ | 1,873,740 |
|
| $ | 0 |
|
See accompanying notes to these unaudited condensed financial statements
6 |
Table of Contents |
MAPTELLIGENT, INC.
(FORMERLY LAS VEGAS XPRESS, INC.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019MARCH 31, 2021
(Unaudited)
(1) Summary of Business and Significant Accounting Policies
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. To that end, on October 9, 2020 and pursuant to FINRA approval, the Company changed its name to Maptelligent, Inc., obtained a new ticker symbol “MAPT,” and effected a 4,000-to-1 reverse stock split.
As of the date of this report, the Agreement has not closed, pending the fulfillment of several provisions therein.
Going Concern:NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company had a net loss of $783,928 for the nine months ended September 30, 2020. The Company also has an accumulated deficit of $24,180,483 and a negative working capital of $4,306,070 as of September 30, 2020, including outstanding convertible notes payable of $324,058. 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 to have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.
Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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, 20202021 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, 2019.2020.
Risks and Uncertainties:
To date, the company has not generated any sales. The Company operates in a softwarean industry that is subject to intense competition. The inability of the Company to establish contractssome competition and generate sales could have a materially adverse impact on the Company’s operations. Failure to generate significant revenues and ultimately profits, may force the Company to curtail plans or possibly suspend operations.
Use of Estimates:
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual resultsAmounts could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2020, and December 31, 2019, the Company had $13,852 and $0, respectively, in cash and cash equivalents.
Related Parties:
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 2).
Income Taxes:
Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been includedmaterially change 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 carry forwards 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.
The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of September 30, 2020, and December 31, 2019, the Company has not established a liability for uncertain tax positions.
Basic and Diluted Loss per Share:
In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 260, “Earnings per Share,” the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if potential dilutive common stock equivalents had been converted to common stock. Common stock equivalents resulting from outstanding debt convertible into 605,008 shares of common stock have been included in the earnings per share computation for the three months ended September 30, 2020, as the Company earned a net income. These equivalents have been excluded from loss per share computations for the nine months ended September 30, 2020, and the nine months ended September 30, 2020 and 2019, as these amounts are anti-dilutive due to net losses.
Revenue Recognition:
The Company recognizes revenue from the sale of services in accordance with ASC 606, “Revenue Recognition,” only when all of the following criteria have been met:
|
| |
|
| |
|
| |
|
| |
|
|
The Company is still investigating possible revenue streams and the application of ASC 606 thereto.future.
Fair Value of Financial Instruments:
The Company’s financial instruments consist primarily of cash, prepaid expense, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
The Company adopted ASC Topic 820, “Fair Value MeasurementsMeasurements” (“ASC Topic 820”), 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.
7 |
Table of Contents |
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; 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 at September 30, 2020 and December 31, 2019, measured at fair value on a recurring basis:
September 30, 2020 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative Liabilities |
| $ | - |
|
| $ | - |
|
| $ | 200,975 |
|
| $ | 200,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Liabilities |
| $ | - |
|
| $ | - |
|
| $ | 143,678 |
|
| $ | 143,678 |
|
Share Based Payments:Derivative Financial Instruments
The Company issues stock, options,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 warrantsis 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 uses 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 share-based compensationliabilities 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.
COVID-19
A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and non-employees.minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from our estimates and judgments, and any such differences may be material to our financial statements. These estimates may change, as new events occur and additional information is obtained.
NOTE 3 – GOING CONCERN:
The accompanying financial statements have been prepared assuming that the Company accountswill continue as a going concern.. The Company has an accumulated deficit of $46,650,320 and a negative working capital of $16,704,868 as of March 31, 2021. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.
While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.
Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
8 |
Table of Contents |
NOTE 4 - NOTES PAYABLE
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 its share-based compensation to employees and non-employees in accordance FASB ASC 718. Stock-based compensation cost is measured ata total principal amount of $440,000. The first Note was issued by the grant date, basedCompany on the estimated fair valueClosing 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 a 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. In February 2021, the Company also issued a warrant to acquire 146,667 shares of common stock as exercise price of $1.50. The warrant contains a cashless exercise provision and expired on the fifth anniversary of the award,warrant. The Company identified conversion features embedded within warrants issued during the period ended March 31, 2021. 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 is recognizedrecorded derivative liability of $92,400 and $31,533 as expense overdebt discount during the requisite service period.three months ended March 31, 2021 and year ended December 31, 2020, respectively.
On February 10, 2021, The Company received $195,000 from the second Note and recorded $25,000 as a debt discount.
During the nine monthsyear ended September 30,March 31, 2021 and 2020, and 2019, the Company incurred $225,000recorded interest expense of $11,717 and $77,500, respectively, in stock-based compensation to employees / board members, for which it issued 375,000$0 and 193,750 sharesamortization of common stock,discount of $24,389 and $0, respectively. As of March 31, 2021 and December 31, 2020, the Company had notes payable of $440,000 and $220,000, accrued interest of $13,308 and $1,591, and unamortized discount of $142,789 and $110,645, respectively.
TheNOTE 5 - CONVERTIBLE NOTES PAYABLE
As of March 31, 2021 and 2020, the Company values warrants using the Black-Scholes option pricing model. Assumptions used in the Black-Scholes model to value options and warrants outstanding at September 30, 2020 and December 31, 2019 werehas convertible notes payable as follows:
Variables |
| Values as of September 30, 2020 |
|
| Values as of December 30, 2019 |
| ||
Stock Price |
| $ | 0.0003 |
|
| $ | 0.00 |
|
Exercise Price |
| $ | 750 |
|
| $ | 750 |
|
Estimated Term |
| 0.01-0.44 years |
|
| 0.16-1.33 years |
| ||
Risk Free Rate |
| 0.25 | % |
| 0.25 | % | ||
Volatility |
| 581.1% - 598.6 | % |
| 579.6% - 674.6 | % |
|
| March 31, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
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 |
|
|
| 12,000 |
|
Promissory note, dated November 27, 2017 bearing interest of 12% annually, payable within a year |
|
| 0 |
|
|
| 17,116 |
|
Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018 |
|
| 0 |
|
|
| 39,591 |
|
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 |
|
| 34,979 |
|
|
| 37,529 |
|
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 |
|
|
| 100,000 |
|
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 |
|
| 50,000 |
|
|
| 0 |
|
Convertible notes before debt discount |
|
| 415,239 |
|
|
| 324,496 |
|
Less debt discount |
|
| (193,664 | ) |
|
| (95,058 | ) |
Total outstanding convertible notes payable |
| $ | 221,575 |
|
| $ | 229,438 |
|
9 |
Table of Contents |
(2) Related Party Notes PayableDuring the three months ended March 31, 2021 and 2020, the Company recognized interest expense of $20,883 and $8,407 and amortization of discount, included in interest expense, of $51,394 and $0, respectively. As of March 31, 2021 and 2020, the Company recorded accrued interest of $1,099,612 and $1,213,264, respectively.
Conversion
During the three months ended March 31, 2021, the Company converted convertible note principal and accrued interest of $192,201 into 30,770,438 shares of common stock. The corresponding derivative liability at the date of conversion of $4,150,410, was settled through additional paid in capital.
The Company acquires on-going funding on an as-needed basis from related parties that include the Company’s officers, directors, majority shareholders, and these parties’ affiliates, pursuant to promissoryhas entered into various convertible notes with various origination dates in 2015 and 2017.variable conversion rates that create derivative liabilities. A summarydescription of outstanding convertible notes payable is as follows:
|
| September 30, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand |
| $ | 41,810 |
|
| $ | 41,810 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand |
|
| 24,101 |
|
|
| 24,101 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand |
|
| 53,994 |
|
|
| 53,994 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated September 30, 2015, bearing no interest payable on demand |
|
| 349,573 |
|
|
| 349,573 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand |
|
| 59,044 |
|
|
| 59,044 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand |
|
| 3,200 |
|
|
| 3,200 |
|
|
|
|
|
|
|
|
|
|
|
| $ | 531,722 |
|
| $ | 531,722 |
|
For the nine months ended September 30, 2020 and 2019, proceeds from related party notes payable totaled $0 and $86,082 respectively, and no repayments were made. Accrued interest on the notes totaled $78,185 and $64,322 as of September 30, 2020 and December 31, 2019, respectively.Promissory Notes - Issued in fiscal year 2017
Other short-term loan – related parties: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
TheDuring the year ended December 31, 2018, the Company also received $309,429issued 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 proceeds fromfiscal year 2020
During the year ended December 31, 2020, the Company issued a new incoming executive duringnote of $100,000 with the ninefollowing 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 three months ended September 30, 2020. This advance is a non-interest bearing, short-term loan that is due on demand. No repayments have been made onMarch 31, 2021, the loan, and no proceeds were received during the nine months ended September 30, 2019.Company issued an additional tranche of $100,000.
10 |
Table of Contents |
(3) ConvertiblePromissory Notes Payable- Issued in fiscal year 2021
During the three months ended March 31, 2021, the Company issued a note of $50,000 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) $0.10 or b) 50% of the lowest Trading Price during 20 trading days |
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 bifurcates the embedded conversion option in the note once the note becomes convertible and accounts 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 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 three months ended March 31, 2021 amounted to $427,911. $150,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $246,378 was recognized as a “day 1” derivative loss.
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, 2020 amounted to $1,596,647. $100,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,496,647 was recognized as a “day 1” derivative loss.
NOTE 6 - WARRANTS
During the three months ended March 31, 2021, the Company issued 146,667 warrants with an exercise price of $1.50 per common share, for a period of 5 years.
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 bookCompany’s warrant activity during the three months ended March 31, 2021:
|
|
|
|
| Weighted average |
|
| Weighted average |
| |||
|
| Warrants |
|
| exercise price |
|
| remaining life (Year) |
| |||
Outstanding - December 31, 2020 |
|
| 146,667 |
|
| $ | 1.50 |
|
|
| 4.95 |
|
Granted |
|
| 146,667 |
|
|
| 1.50 |
|
|
| 5.00 |
|
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
Cancelled |
|
| - |
|
|
| - |
|
|
| - |
|
Outstanding - March 31, 2021 |
|
| 293,334 |
|
| $ | 1.50 |
|
|
| 4.78 |
|
The intrinsic value of the convertible notes payable outstandingwarrants as of September 30, 2020 and DecemberMarch 31, 2019:
|
| September 30, |
|
| December 31, |
| ||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year, convertible to |
|
|
|
|
|
| ||
common stock at a discount of 40% of the lowest traded price of the common stock during 45 trading days |
|
|
|
|
|
| ||
prior to the conversion date. Note is currently in default. |
|
| 18,260 |
|
|
| 18,260 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand, convertible to common stock at the discount |
|
|
|
|
|
|
|
|
of 35% of the lowest traded price of the common stock during 20 trading days prior to the conversion. Note is currently in default. |
|
|
|
|
|
|
|
|
|
| 12,000 |
|
|
| 12,000 |
| |
|
|
|
|
|
|
|
|
|
Promissory note, dated November 27, 2017, with principal amount of $85,000 and aggregate purchase price of $79,900 , bearing interest |
|
|
|
|
|
|
|
|
of 12% annually, payable within a year, convertible to common stock at the conversion price equal to the lower of (i) the closing sale price |
|
|
|
|
|
|
|
|
of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 50% of either the |
|
|
|
|
|
|
|
|
lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date |
|
|
|
|
|
|
|
|
Note is currently in default. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018, convertible to |
|
|
|
|
|
|
|
|
common stock at a discount of 50% of the lowest two traded prices of the common stock during the 25 trading |
|
|
|
|
|
|
|
|
days prior to the conversion date. Note is currently in default |
|
| 68,686 |
|
|
| 68,686 |
|
with interest rate increased to 24%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory note, dated April 17, 2018, bearing interest of 8% annually, payable on October 17, 2018, convertible to |
|
|
|
|
|
|
|
|
common stock at $15. Note is currently in default |
|
| 67,916 |
|
|
| 67,916 |
|
with interest rate increased to 24%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019, convertible to |
|
|
|
|
|
|
|
|
common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading |
|
|
|
|
|
|
|
|
days prior to the conversion date. Note is currently in default. |
|
| 50,000 |
|
|
| 50,000 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019, convertible to |
|
|
|
|
|
|
|
|
common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading |
|
|
|
|
|
|
|
|
days prior to the conversion date. Note is currently in default. |
|
| 50,000 |
|
|
| 50,000 |
|
|
|
|
|
|
|
|
|
|
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018, convertible to |
|
|
|
|
|
|
|
|
common stock at a discount of 25% of the average of 5 lowest traded prices of the common stock during the 10 trading |
|
|
|
|
|
|
|
|
days prior to the conversion date. Note is currently in default. |
|
| 37,616 |
|
|
| 37,616 |
|
|
|
|
|
|
|
|
|
|
Convertible notes before debt discount |
|
| 324,058 |
|
|
| 324,058 |
|
|
|
|
|
|
|
|
|
|
Less unamortized debt discount |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total outstanding convertible notes payable |
| $ | 324,058 |
|
|
| 324,058 |
|
The Company recorded $0 and $65,001in debt discount amortization during2021 is $0. All of the nine months ended September 30, 2020 and 2019, respectively. The aggregate debt discount was fully amortized at Decemberoutstanding warrants are exercisable as of March 31, 2019.2021.
Accrued interest on the convertible notes totaled $159,234 and $103,769 at September 30, 2020 and December 31, 2019, respectively.
During the nine months ended September 30, 2020, the Company converted $16,522 of interest on convertible note into 137,681 shares of common stock. During the nine months ended September 30, 2019, the Company converted $140,054 in convertible note principal and $32,589 in interest ($172,643 total debt) into 500,284 shares of common stock (Note 5).
See Note 5 for details of warrants issued in connection with the above convertible notes.
(4) Derivative InstrumentsNOTE 7 - DERIVATIVE INSTRUMENTS
The Company analyzed the conversion optionoptions in its convertible notes and warrants for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the convertible notesinstrument 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.
11 |
Table of Contents |
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2020 and DecemberMarch 31, 2019.2021. 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 and warrant is estimated using the Black-Scholes valuation model.
During the three months ended March 31, 2021 and 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows:
Three months ended | Year ended | ||
March 31, | December 31, | ||
2021 | 2020 | ||
Expected life in years | 0.65 - 5 years | 0.90 - 5 years | |
Stock price volatility | 414% - 1456% | 895% - 1444% | |
Discount rate | 0.05% - 0.92% | 0.10% - 0.39% | |
Expected dividends | None | None |
The following weighted-average assumptions were used at September 30, 2020 and Decembertable summarizes the changes in the derivative liabilities during the three months ended March 31, 2019:2021:
|
| September 30, 2020 |
|
| December 31, 2019 |
| ||
Expected term |
| 1 | year |
| 1 | year | ||
Average volatility |
|
| 0 | % |
|
| 0 | % |
Dividend yield |
|
| - |
|
|
| - |
|
Risk-free interest rate |
| 0.05–1.48 | % |
| 0.05–1.48 | % |
Fair Value Measurements Using Significant Observable Inputs (Level 3) |
| |||
|
|
|
| |
Balance - December 31, 2020 |
| $ | 102,361,488 |
|
|
|
|
|
|
Addition of new derivatives recognized as debt discounts |
|
| 181,533 |
|
Addition of new derivatives recognized as loss on derivatives |
|
| 246,378 |
|
Settled upon conversion of debt |
|
| (4,150,410 | ) |
Gain on change in fair value of the derivative |
|
| (83,677,213 | ) |
Balance - March 31, 2021 |
| $ | 14,961,776 |
|
The following table summarizes the aggregate (gain) loss on derivatives during the year ended March 31, 2021 and 2020:
|
| Three months ended |
| |||||
|
| March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Addition of new derivatives recognized as loss on derivatives |
| $ | 246,378 |
|
| $ | 0 |
|
Change in fair value of the derivative |
|
| (83,677,213 | ) |
|
| 0 |
|
|
| $ | (83,430,835 | ) |
| $ | 0 |
|
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Operating Leases
The Company valued the conversion feature using the Black-Scholes valuation model. During the nine months ended September 30, 2020 the stock pricetakes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month to month basis for the Company fluctuated causing$75 a change in the valuation of the derivatives. The strike price was affected due to the change of the stock price and the discounts given per the convertible note arrangements. The fair value of the derivative liability for all the notes that were convertible as of September 30, 2020 and December 31, 2019 amounted to $200,975 and $143,678, respectively.month.
12 |
Table of Contents |
(5) EquityNOTE 9 - EQUITY
Authorization of Common and Preferred Stock
The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertedconvertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C class (each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding).
Preferred A Stock
As of March 31, 2021 and December 31, 2020, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.)
Preferred C Stock
As of March 31, 2021 and December 31, 2020, 20 shares of the Company’s Preferred C Stock were issued and outstanding.
Common Stock
During the nine monthsyear ended September 30,March 31, 2021, the Company issued 32,095,650 common shares as follows;
· | 30,770,438 shares of common stock for conversion of debt of $192,201. | |
· | 1,281,787 shares of common stock for settlement of debt of $1,025,425. | |
· | 43,425 shares of common stock for stock payable of $19,000. |
NOTE 10 - RELATED-PARTY TRANSACTIONS
Note receivable
During the year ended December 31, 2020 the Company issued 375,0004,835,420 shares of common stock for directors’ compensation$716,242, of $225,000 valued at par value on grant date.which the Company received cash of $467,900 and a promissory note receivable from a former officer of $248,342. During the nineyear ended December 31, 2020, $11,600 were transferred to the Company, $78,479 was used for payments of operating expenses, and $6,221 was used to settle debt with former related parties. As of March 31, 2021 and December 31, 2020, the Company reported the remaining balance as a note receivable of $152,042, which is due on demand and bears no interest.
Due from related party
During the three months ended September 30, 2019,March 31, 2021, the Company issued an aggregate of 193,750 shares of common stock for compensation of $77,500 valued at the stock price on grant date.lent $7,500.
As of October 9,March 31, 2021 and 2020, the Company had due from related party of $41,000 and $33,500, respectively. Due from related party is non-bearing interest and due on demand.
Employment agreement
As of December 31, 2020, the Company reported accrued salary of $1,289,801 to our former CEO, CFO and a reverse stock split inspouse of CEO which was reclassed to debt to be settled (Note 11). During the ratio of 4,000-for-1 and the name change from Las Vegas Xpress, Inc. to Maptelligent, Inc.three months ended March 31, 2021, accrued salary was effective. All share amounts in this filing have been adjusted retroactively to reflect the split.fully settled.
Table of Contents |
DuringNOTE 11 – DEBT TO BE SETTLED
On January 8, 2021, the nine months ended September 30,Company entered into a Mutual Agreement and General Release of All Claims (the “Agreement”) with United Rail, a Nevada corporation (“United Rail”), Michael Barron, Allegheny Nevada Holdings Corp., a Nevada corporation (“Allegheny”), Dianne David, Wanda Witoslawski and Barron Partners, a Nevada corporation (“Barron Partners,” and together with United Rail, Barron, Allegheny, David and Witoslawski, the “Releasors”). On April 13, 2020, the Company, issued 137,682 sharesunder its former name, Las Vegas Xpress, Inc., entered into an Asset Purchase Agreement with GEOcommand, Inc. (“GEOcommand”) to acquire certain assets of GEOcommand (the “APA”). The APA included the certain existing debt of GEOcommand owed to each of the Releasors. Under the Agreement, United Rail and Barron agreed to assume the Company debt owed to certain vendors in the amount of $60,755, as listed on Schedule A of the Agreement (the “Vendor Debt”). Additionally, the Company agrees to pay an amount equal to $182,149 (the “Settlement Payment”) to settle certain notes payable in an amount equal to $531,772 owed certain of the Releasors (the “Releasing Debt”). Half of the Settlement Payment, amount equal to $91,075, less a $6,221 past due payment that Barron Partners owes the Company, will be paid in the form of cash (the “Cash Payment”). A quarter of the Cash Payment will be paid on the closing date of the Agreement (the “Closing Date”), with the remaining $68,306 of the Cash Payment to be paid 120 days following the Closing Date. The second half of the Settlement Agreement will be in the form of the Company’s common stock, par value $0.00001 (the “Common Stock”), at a price of $0.80 per share of Common Stock. The Settlement Payment is in exchange for the Releasor’s release of the Company and settlement of the Releasing Debt pursuant to the terms of the Agreement. In addition, pursuant to the Agreement, the Company agreed to pay $604,067 to settle Accrued Salary Expense due to the Releasors in the amount of $959,517 in the form of Common Stock. The Agreement contains standard covenants and terms found in similar agreements.
The following table shows the balance which is included in the debt to be settled and amount settled for the three months ended March 31, 2021:
Accounts payable |
| $ | 60,755 |
|
Notes payable to related parties |
|
| 531,722 |
|
Accrued interest - related parties |
|
| 82,536 |
|
Accrued payroll – related parties |
|
| 1,289,801 |
|
Due from related party |
|
| (6,221 | ) |
Debt to be settled as of December 31, 2020 |
| $ | 1,958,593 |
|
|
|
|
|
|
Settlement for the three months ended March 31, 2021 |
|
|
|
|
Cash payment |
| $ | 16,547 |
|
1,281,787 shares of Common stock |
|
| 1,025,425 |
|
Debt forgiveness applied to additional paid in capital |
|
| 848,315 |
|
Balance to be paid in cash as of March 31, 2021 |
| $ | 68,306 |
|
NOTE 12: NET INCOME 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 for $16,522 accrued interest conversion. Duringand convertible notes that are computed using the nineif-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.
14 |
Table of Contents |
|
| Three Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Numerator: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | 82,995,055 |
|
| $ | (107,369 | ) |
(Gain) loss on change in fair value of derivatives |
|
| (83,430,835 | ) |
|
| 0 |
|
Interest on convertible debt |
|
| 20,883 |
|
|
| 0 |
|
Net income (loss) - diluted |
| $ | (414,897 | ) |
| $ | (107,369 | ) |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
| 39,484,185 |
|
|
| 879,741 |
|
Effect of dilutive shares |
|
| 466,708,361 |
|
|
| - |
|
Diluted |
|
| 506,192,546 |
|
|
| 879,741 |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share: |
|
|
|
|
|
|
|
|
Basic |
| $ | 2.10 |
|
| $ | (0.12 | ) |
Diluted |
| $ | (0.00 | ) |
| $ | (0.12 | ) |
For the three months ended September 30, 2019,March 31, 2020, the Company issued 500,283 shares of common stock for noteconvertible instruments are anti-dilutive and interest conversion of $172,643.therefore, have been excluded from earnings (loss) per share.
There were no warrants exercised during the nine months ended September 30, 2020 and 2019.
WarrantsNOTE 13 - SUBSEQUENT EVENTS
The Company accounted for the issuance of Warrants in conjunction with the issuance of convertible notes as an equity instrument and recognized the warrants under the Black-Scholes valuation model based on the Company’s market share price on the grant date.
The below table summarizes warrant activity during the nine months ended September 30, 2020 on a pre-split basis:
|
| Number of Shares |
|
| Weighted- Average Exercise Price |
| ||
Balances as of December 31, 2019 |
|
| 1,436 |
|
| $ | 750 |
|
Granted |
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| - |
|
Forfeited |
|
| (1,436 | ) |
|
| - |
|
Balances as of September 30, 2020 |
|
| - |
|
| N/A |
|
The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2020:
|
| |||||||||||||||||
| ||||||||||||||||||
|
|
|
|
| ||||||||||||||
|
|
|
|
| ||||||||||||||
|
|
|
|
|
(6) Subsequent Events
On October 9, 2020, a reverse stock split in the ratio of 4,000-for-1, a stock ticker change to MAPT, and a name change from Las Vegas Xpress, Inc. to Maptelligent, Inc. were effective.
The Company has evaluated events from September 30, 2020subsequent to March 31, 2021 through the date these financial statements were issued, and determined there are no additionalnoted the following events requiring disclosure.disclosure:
The Company issued common shares as follows:
· | 2,150,000 shares of common stock for the conversion of debt of $24,940. | |
· | 5,928,498 shares of common stock for the conversion of accrued interest and fees of $57,961. |
15 |
Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Form 10-Q (“Quarterly Report”) contains forward-looking statements about the Company’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. There can be no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward- looking statements.
The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry, as well as the risk factors identified in the Company’s filings.
When used in this Report, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. However, the forward-looking statements contained herein are not covered by the safe harbors created by Section 21E of the Securities Exchange Act of 1934.
The following discussion should be read in conjunction with our condensed financial statements and notes thereto included elsewhere herein.
For purposes of this Quarterly Report, “Maptelligent,” “we,” “our,” “us,” or similar references refers to Maptelligent, Inc, unless the context requires otherwise.
Business Overview
WeMaptelligent, Inc. (“Maptelligent,” “we”, “our” or “the Company”) technology serves a market of organizations and entities who are often at risk from threats and emergency incidents such as: schools, universities, hospitals, shopping malls, sporting events, commercial enterprises, and ports (sea and air), to name a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. We moved the corporation to the state of Nevada and changed our name to X Rail Enterprises, Inc. on November 5, 2015, at which time our primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, we changed our name to Las Vegas Xpress, Inc. On October 9, 2020 and pursuant to approval from FINRA, the Company effected a 4000-to-1 reverse stock split, changed its name to Maptelligent, and obtained the new ticker symbol “MAPT.”few.
We are onprovide a missioncloud based geographic platform to save lives through our novel use of geospatial technology. Our goal isaccess information relevant to transform how datastructures and information are accessed by those who need it most during a time of crisis, namely first responders. sites enabling better emergency response to incidents occurring within buildings.
Our solution integrates disparate data from sensors, cameras, alarms, access control and accountability systems creating actionable intelligence by presenting their location within a building and by visualizing the data and information they provide on an intuitive map interface. We provide a geographic platform for first respondersdisplay. This rapid access to access site specificrelevant information enhancingenhances situational awareness while en route and upon arrival to an incident scene. This quick access to pertinent information shortens the time it takes for tactical action thereby mitigatingmitigate additional loss of life and property threat exposure. Our geocentric system serves as a common operating picture for all stakeholders involved in maintaining and protecting physical structures and venues. Through partnershipswhen shared with industry leaders in physical security technology, our solutions act as the data integration platform for visualizing information produced by partner's technologies. Our solution serves a large market of organizations and entities who are often at risk from threats and emergency incidents, including schools, universities, hospitals, shopping malls, sporting events, commercial enterprises and ports.first responders.
Our customers begin their solution journey by uploading a building floor plan via a PDF file to a hosted solution in the cloud. This low-touch and low-cost solution allows users to quickly share site specific details with public safety. Our customers seeking to share additional relevant information and data are able to use our content management cloud services making it accessible anywhere on any device with permission. We offeralso provide a suite of maps and applicationstools providing customers the ability to maintain and manage data in a mobile environment for public safetyenvironment. Access to geospatial data in the cloud will provide customers to perform additional spatial analytics such as flood risk analysis, threatening weather analysis, transportation route optimization, etc.
Mobile applications Apps provide the ability to create incident pre-plans associated with thefor public safety and facility management tools for smart building floor plan and for building engineers to manage maintenance schedules for critical elements of a building such as alarm panels, pull stations and fire extinguishers. We provide for our customers the ability to build high fidelity floor plans, safety assessments, and system integration services making the whole system complete and comprehensive.management.
GEOCommand Software
On April 13, 2020,We will continue to develop our in-building floorplan modeling GIS platform using the Company, under its former name Las Vegas Xpress Inc., entered into an asset purchase agreement with GEO command, Inc. a Florida corporation (“GEOcommand”), to acquire GEOcommand’s proprietary GEOcommand Software source code and the applicable access to operate such software (the “GEOcommand Software”) in exchange for common stocksignificant investment in the Company, suchpreparation of software solutions that has previously been made by using the shares issuedESRI software as well as our Reseller Agreement with GeoComm, Inc. GeoComm, provider of Public Safety Location Intelligence®, has a national reputation as a leading provider of public safety GIS systems. These systems route emergency calls to GEOcommand shall represent eighty percent (80%)the appropriate 9-1-1 call center, map the caller’s location on a call taker or dispatcher map, and guide emergency responders to the scene of the post-closing shares ofaccident on mobile displays within police, fire, and ambulance vehicles. Over the total outstanding common stock oflast 26 years, GeoComm has grown to serve local, regional, statewide, and military agencies in forty-nine states, helping keep more than 100 million people safe. In addition, in 2021 GeoComm’s statewide NG9-1-1 GIS project footprint has expanded to include seventeen statewide projects across the Company. Additionally, GEOcommand agreed to loan to the Company the sum of $75,000 to be used by the Company to bring current it’s accounting past due fees, bring current the fees for listing on the OTC Markets Exchange under an OTCQB listing, fees to the State of Nevada to remain current as a Nevada business, filing fees with FINRA,country. To learn more about GeoComm and fees and expenses required to create and file an S-1 registration statement in the future for an amount to raise at least $5 million (collectively, the “GEOcommand Transaction”). In connection with the GEOcommand Transaction, the Company intends to enter into a licensing agreement with GEOcommand for the exclusive, unlimited and world-wide use of the GEOcommand Software in exchange for $1,000,000. As of the date of this report, none of these above actions have been executed yet, as various provisions of the underlying contract have not been fulfilled. The timing of the satisfaction of these events is currently unknown.our Public Safety Location Intelligence offerings visit www.geo-comm.com.
Table of Contents |
FollowingWe will continue to develop GeoComm’s in-building floorplan modeling GIS platform in coordination with ESRI software. ESRI is an international supplier of geographic information system software, web GIS and geodatabase management applications. Esri uses the World Trade Center attack in 2001, Albert Koenigsberg, used his extensive background in communication technologiesname ArcGIS to refer to its suite of GIS software products, which operate on desktop, server, and investigated additional technologiesmobile platforms. ArcGIS also includes developer products and web services. In a general sense, the term GIS describes any information system that could make the response efforts of emergency managers more streamlined. Hurricane Katrina presented many new problemsintegrates, stores, edits, analyzes, shares and displays geographic information for first responders, so Mr. Koenigsberg attended a series of meetings to better understand the communication “gaps” that our responders identified. Following Hurricane Katrina Mr. Koenigsberg decided to take a pro-active position to these gaps and started GEOcommand, a company focused on the research and development of new world technologies dedicated to the safety and security of people and the places they congregate. With the Sandy Hook School shooting, the Aurora Theater attack, the Boston Marathon bombing, the horrific events that have taken place in 2015 Paris shootings, 2016 Orlando nightclub shooting and the Marjory Stoneman Douglas High School in Parkland, Florida (which was only 10 miles from his office in Boca Raton), Mr. Koenigsberg continued to pursue the creation of an interoperable method of sharing critical in-building information with our first responders. Following the 2017 Las Vegas shooting during the Harvest Music Festival, it was evident the problem of data sharing between our public servants needed to be solved. The current COVID-19 pandemic further identified the need for horizontal and vertical data sharing between hospitals and first responders worldwide.informing decision making.
GEOcommand has pioneered the development of their in-building intelligent real time, location-specific GIS platform and has invested over $8 million in the preparationAs a result of the GEOcommand Software. The GEOcommand Software isagreement with ESRI as a site-specific mapping platform that provides a real time view utilizing the Esri ArcGIS, a geographic information software, for first responders to visualize the building floor plans, locations of critical assets such as electrical shutoff, water main valves, gas lines, metal detectors, door access controls and cameras before they arrived on scene. Researchers determined that upon arriving on scene, first responders were first required to obtain basic information on the infrastructure of the building or the location of the perpetrator. The GEOcommand, Software suite allows first responders to review the site en route to the scene and before entering the building which helps save lives and property.
Following the GEOcommand Transaction, the Company will beSilver Partner – Value Added Reseller, we now are able to provide a multi-layer geographic information system which can serve as the common situational awareness tool for all community services, including fire, police, public works, local utility companies, community planners, and tax assessors. We intend to license our products through “White Labeling” and packaging our product offerings. These solutions can act as the “heart” and “soul” for “Smartsupport Smart City Initiatives”Initiatives both large and small. Smart city initiatives are programs that use advanced technology like cameras, sensors and the Internet of Things to collect data on things like water usage, volume of traffic, electricity consumption, parking availability, waste management, the presence of pedestrians and bicyclists, and interactions between citizens and their city government. Analytics help to process and transform this data into actionable information. All products are scalable by design and encourage data sharing across multiple jurisdictions. Our technologies also encourage a public/private partnership for local, state, and national business enterprises the ability to provide the local responder agency the ability to assess an event while en route to an incident. We believe our approach will help save lives and property.
Struggling through the chaos of responding to everyday emergency calls and catastrophes like 9/11, firefighters, police, and other emergency responders were not able to access or share critical data - basic information such as building floor plans, emergency pre-plans, and responder locations. The result is a breakdown in a coordinated and efficient response.
Today, following various home-grown terrorist attacks on elementary schools, malls, and colleges the same breakdown still exists. Our. suite of technologies bridges this information gap by providing solutions that allow for a visually intuitive way for school administrators, business owners, and first responders to help save lives and property.
This set of comprehensive tools is designed for everyday use, scaling seamlessly from ordinary incidents to multi-agency mass response. Our software ensures that first responders can provide emergency services efficiently, safely, and effectively-whether it is a local or mutual aid response-without interrupting or impacting day-to-day operations.
We are dedicated to offering a scalable, cost-effective interoperability solution, providing any Smart City initiative vital information to the first responders when they need it most.
We are developing business partnerships that currently provide hardware and software solutions such as cameras, door access controls, metal detectors, AI, cloud services and other commonly used stand-alone technologies in security and situational awareness solutions. Each of these partnerships are designed to allow their existing customers the ability to seamlessly integrate with our market offerings. These relationships will allow their existing customers to create, maintain, and connect their systems of critical infrastructure in an intuitive GIS based map display and viewed by their local, regional and state emergency response agencies and personnel. We combine multiple layers of situational awareness into an extensible framework needed to fully implement emergency planning and facility/asset management goals.
Our technologies are a one-of-a-kind collaborative software system that can be used by multiple agencies and jurisdictions to plan and coordinate emergency and disaster response, management and mitigation.
Our solutions and related tools create seamless interoperability and timely distribution of information across disparate systems and platforms. We have created the tools that address the communication, collaboration and organizational challenges faced by responders during large-scale emergency events.
Whether a user is focused on a specific building and critical assets therein or looking broadly at a whole region of mutual response locations, the backbone of each aspect of operations is the GIS and the data displayed within.
17 |
Table of Contents |
From a Citywide Perspective to a Single Building - Protect the Safety and Security of Specific Infrastructures Solution Offers:
· | A detailed operating picture of your city for use in pre-planning and training thus ensuring the best response to an emergency. | |
· | An integration dashboard for additional city infrastructures represented in a “location-first” manner - visually on a map, with the ability to click through for current status. | |
· | An interactive regional map that includes details of critical sites within your city and neighboring jurisdictions. |
A Comprehensive Community Solution - Ensures First Responder Access
We make your critical information readily available to local fire and police departments, giving them access to important response information related to your community, helping to provide:
· | Minimized Property Damage | |
· | Shared Mutual Aid Information | |
· | More Efficient Response | |
· | Enhanced Situational Awareness | |
· | Effective Collaboration Support |
We believe we are ideal for all community services, including fire, police, public works, local utility companies, community planners, and tax assessors.
Our Solution- Using GIS for In-Building Intelligence
We allow for a “location-first” approach to connecting multiple disparate data sources and business systems into one location-specific situational awareness interface for viewing critical assets and infrastructure.
Easily Collect and Maintain Data
Get everything you need to create, edit, organize, maintain, and share your situational awareness data-hardware, software, building inspection and pre-planning tools.
· | Catalog and save your facility information right onto the floor plan | |
· | An intuitive interface allows for more efficient data collection | |
· | Live sketching tools can help communicate response scenarios and training plans | |
· | Collaborative interface allows first responders to collaborate, pool resources, and plot strategies |
From a Single Building to a Campus Complex
Integrates with strategic partners’ “cloud” services to expand from a single location to a complex of buildings or campus. Multiple building plans tied together with regional context for more comprehensive facilities management and emergency planning.
We are used daily in concert with your facility management processes to efficiently run your company/facility(ies) while also providing critical and valuable response information to your local first responder agencies.
18 |
Table of Contents |
Whether you are a single property owner or a large corporation that maintains facilities throughout the world and allows you to streamline your operational and maintenance records, improves efficiency, ensures safety protocols and improves your bottom line.
Our suite of products distinguishes the Company from its competitors by providing detailed and interactive site-specific data. We address a critical need, a public/private partnership for the sharing of critical data both horizontally and vertically. This is done without an undue burden on agency resources.
Our Solution and Why We Believe We Are Unique
We are a state-of-the-art geographic information map-based interface which provides emergency responders with near real-time, location-specific situational awareness technology to better enhance response times to man-made and natural disasters.
Our platform will provide a common operating picture for first responders - enabling school and campus police to connect and share critical data sources in one location- specific situational awareness interface for viewing - with school administrators.
The technology will identify critical assets such as cameras, door access controls, metal detectors, panic buttons, etc., when breached. When an alarm is triggered, the map will automatically display the alarm location and any specific information the alarm is sending. In addition, the technology can interface with both indoor and outdoor shooter detection systems and biometrics (facial recognition) for a proactive response.
We provide a simple and intuitive way to view area-wide to specific in-building floor plans and critical assets as well as other areas of interest within your campus infrastructure.
Our technologies provide responding agencies with the ability to rapidly identify and share active threats and hazards (i.e., active shooter, fire, hazardous materials) - before arrival or at the scene and coordinate resources for better command and control of the event.
All our technologies have been designed by a team of passionately focused innovators. Our suite of proven tools empowers first responders to make well-informed critical decisions by providing them with key technological insights.
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 |
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 our condensed financial statements and notes theretoin conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and disclosuresliabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to impairmentamounts of long-lived assets, contingencies, litigationrevenues and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable underexpenses during the circumstances. Actual results under circumstances and conditions different than those assumedreported periods. Amounts could result in differences from the estimated amountsmaterially change in the financial statements. Please refer to Note 1 to the accompanying financial statements for a more detailed description of our critical accounting policies. There have been no material changes to these policies during the fiscal year.future.
Table of Contents |
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 uses 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.
Results of Operations for the Three Months Ended September 30, 2020 as Compared to the Three Months Ended September 30, 2019
The following is a comparison ofare the results of our continuing operations for the three months ended September 30, 2020 and 2019:March 31, 2021 compared to the three months ended March 31, 2020:
|
| Three months ended |
|
|
|
|
| |||||||||
|
| September 30, |
|
| September 30, |
|
|
|
|
|
|
| ||||
|
| 2020 |
|
| 2019 |
|
| $ Change |
|
| % Change |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenues |
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
| 0.0 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and payroll taxes |
| $ | 506,473 |
|
| $ | 76,250 |
|
| $ | 430,223 |
|
|
| 564.2 | % |
Selling, general and administrative |
|
| 25,455 |
|
|
| 4,634 |
|
|
| 20,821 |
|
|
| 449.3 | % |
Professional fees |
|
| 17,900 |
|
|
| 45,747 |
|
|
| (27,847 | ) |
|
| -60.9 | % |
Total expenses |
|
| 549,828 |
|
|
| 126,631 |
|
|
| 423,197 |
|
|
| 334.2 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (549,828 | ) |
|
| (126,631 | ) |
|
| (423,197 | ) |
|
| 334.2 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess derivative liability expense |
|
|
|
|
|
|
|
|
|
| - |
|
|
| 0.0 | % |
Interest expense |
|
| (13,151 | ) |
|
| (50,606 | ) |
|
| 37,455 |
|
|
| -74.0 | % |
Gain (loss) on change in value of derivative liability |
|
| 624,859 |
|
|
| 34,699 |
|
|
| 590,160 |
|
|
| 1700.8 | % |
Total other income (expense) |
|
| 611,708 |
|
|
| (15,907 | ) |
|
| 627,615 |
|
|
| -3945.5 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from operations before provision for income taxes |
|
| 61,880 |
|
|
| (142,538 | ) |
|
| 204,418 |
|
|
| -143.4 | % |
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 0.0 | % |
Net income (loss) |
| $ | 61,880 |
|
| $ | (142,538 | ) |
| $ | 204,418 |
|
|
| -143.4 | % |
|
| Three Months Ended |
|
|
|
| ||||||
|
| March 31, |
|
|
|
| ||||||
|
| 2021 |
|
| 2020 |
|
| Change |
| |||
Revenue |
| $ | - |
|
| $ | - |
|
| $ | - |
|
Operating expense |
|
| 327,397 |
|
|
| 94,358 |
|
|
| 233,039 |
|
Other income (expense) |
|
| 83,322,452 |
|
|
| (13,011 | ) |
|
| 83,335,463 |
|
Net income (loss) |
| $ | 82,995,055 |
|
| $ | (107,369 | ) |
| $ | 83,102,424 |
|
Revenue
During the three months ended September 30,March 31, 2021 and 2020, the Company did not generate any revenue, as it was in the process of transitioning to Maptelligent, Inc. and revising its business and operations. During the three months ended September 30, 2019, the Company didn’t generate any revenue.
Operating Expenses
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| Three Months Ended |
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| March 31, |
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| 2021 |
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| 2020 |
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| Change |
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General and administrative |
| $ | 43,588 |
|
| $ | 608 |
|
| $ | 42,980 |
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Professional fee |
|
| 36,146 |
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|
| - |
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|
| 36,146 |
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Compensation and payroll taxes |
|
| 247,663 |
|
|
| 93,750 |
|
|
| 153,913 |
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Total operating expenses |
| $ | 327,397 |
|
| $ | 94,358 |
|
| $ | 233,039 |
|
Compensation expenseand payroll taxes increased by $430,223, or 564.2%$153,913, during the three months ended September 30, 2020March 31, 2021 as compared to the three months ended September 30, 2019.2020. The increase in compensation expense wasin the current period is primarily due to higher payroll and increased employees during such period in 2020. Selling, general and administrative expensesemployees’ payroll. Professional fees increased by $20,821, or 449.3%,$36,146, during the three months ended September 30, 2020March 31, 2021 as compared to the same period in 20192020 primarily due to increase in office expenses. Professional fees decreasedlegal and accounting fees. General and administrative expenses increased by $27,847, or 60.9%,$42,980, during the three months ended September 30, 2020March 31, 2021 as compared to the same period2020. The increase in 2019, as Company used less consultinggeneral and legal services.administrative expenses is primarily due to an increase in marketing software expenses.
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Other (Expense) Income
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| Three Months Ended |
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| March 31, |
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| 2021 |
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| 2020 |
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| Change |
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Interest expense |
| $ | (108,383 | ) |
| $ | (13,011 | ) |
| $ | (95,372 | ) |
Change in fair value of derivative liability |
|
| 83,430,835 |
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|
| - |
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|
| 83,430,835 |
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Total other income (expense) |
| $ | 83,322,452 |
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| $ | (13,011 | ) |
| $ | 83,335,463 |
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Interest expense decreased by $37,455, or 74.0% during the quarter ended September 30, 2020 as compared to the same period
The increase in 2019other income was primarily due to lower convertible promissory notes in 2020 and debt discount amortization during the three months ended September 30, 2019 (fully amortized at December 31, 2019). During the three months ended September 30, 2020,gain on change in fair value of derivative liability, increased by $590,160 or 1,700.8%.
Resultsfrom an accounting estimate primarily from the conversion feature of Operations for the Nine Months Ended September 30, 2020 as Compared to the NineMonths Ended September 30, 2019
The following is a comparison of the results of operations for the nine months ended September 30, 2020 and 2019:
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| Nine months ended |
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| September 30, |
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| September 30, |
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| 2020 |
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| 2019 |
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| $ Change |
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| % Change |
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Revenues |
| $ | - |
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| $ | - |
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| $ | - |
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| 0 |
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Cost of sales |
|
| - |
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| - |
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| - |
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| 0 |
|
Gross profit (loss) |
|
| - |
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| - |
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| - |
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| 0 |
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Operating Expenses: |
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Compensation and payroll taxes |
| $ | 620,723 |
|
| $ | 306,250 |
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| $ | 314,473 |
|
|
| 102.7 | % |
Selling, general and administrative |
|
| 45,593 |
|
|
| 37,785 |
|
|
| 7,808 |
|
|
| 20.7 | % |
Professional fees |
|
| 18,500 |
|
|
| 148,200 |
|
|
| (129,700 | ) |
|
| -87.5 | % |
Total expenses |
|
| 684,816 |
|
|
| 492,235 |
|
|
| 192,581 |
|
|
| 39.1 | % |
|
|
|
|
|
|
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|
|
|
|
|
|
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Loss from operations |
|
| (684,816 | ) |
|
| (492,235 | ) |
|
| (192,581 | ) |
|
| 39.1 | % |
|
|
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|
|
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Other income (expense) |
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|
|
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|
|
|
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|
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Excess derivative liability expense |
|
| - |
|
|
|
|
|
|
| - |
|
|
| 0.0 | % |
Interest expense |
|
| (41,815 | ) |
|
| (130,779 | ) |
|
| 88,964 |
|
|
| -68.0 | % |
Gain (loss) on change in value of derivative liability |
|
| (57,297 | ) |
|
| 171,684 |
|
|
| (228,981 | ) |
|
| -133.4 | % |
Total other income (expense) |
|
| (99,112 | ) |
|
| 40,905 |
|
|
| (140,017 | ) |
|
| -342.3 | % |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from operations before provision for income taxes |
|
| (783,928 | ) |
|
| (451,330 | ) |
|
| (332,598 | ) |
|
| 73.7 | % |
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Net income (loss) |
| $ | (783,928 | ) |
| $ | (451,330 | ) |
| $ | (332,598 | ) |
|
| 73.7 | % |
Revenue
During the nine months ended September 30, 2020, the Company did not generate any revenue, as it was in the process of transitioning to Maptelligent, Inc. and revising its business and operations. During the nine months ended September 30, 2019, the Company didn’t generate any revenue.
Operating Expenses
Compensation expense increased by $314,473, or 102.7% during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. The increase in compensation expense was primarily due to higher payroll and increased employees during such period in 2020. Selling, general and administrative expenses increased by $7,808, or 20.7%, during the nine months ended September 30, 2020 as compared to the same period in 2019 primarily due to increase in office expenses. Professional fees decreased by $129,700, or 87.5%, during the nine months ended September 30, 2020 as compared to the same period in 2019, as Company used less consulting and legal services.
Other (Expense) Income
Interest expense decreased by $88,964, or 68.0% during the nine months ended September 30, 2020 as compared to the same period in 2019 due to lowerone convertible promissory notes in 2020 and debt discount amortization during the nine months ended September 30, 2019 (fully amortized at December 31, 2019). During the nine months ended September 30, 2020, change in fair value of derivative liability decreased by $228,981 or 133.4%.
note.
Liquidity and Capital Resources
|
| March 31, |
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| December 31, |
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| |||
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| 2021 |
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| 2020 |
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| Change |
| |||
Cash |
| $ | 76,498 |
|
| $ | 61,572 |
|
| $ | 14,926 |
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Current assets |
| $ | 269,540 |
|
| $ | 247,114 |
|
| $ | 22,426 |
|
Current liabilities |
| $ | 16,974,408 |
|
| $ | 106,182,388 |
|
| $ | (89,207,980 | ) |
Working capital deficiency |
| $ | (16,704,868 | ) |
| $ | (105,935,274 | ) |
| $ | 89,230,406 |
|
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 noinsufficient operating revenues andso is currently dependent on debt financing and sale of equity to fund operations.
As shown in the accompanying financial statements, the Company has a net loss of $783,928 for the nine months ended September 30, 2020, and a net loss of $451,330 for the nine months ended September 30, 2019. The Company also has an accumulated deficit of $24,180,483$46,650,320 and a negative working capital of $4,306,070$16,704,868 as of September 30, 2020, which includesMarch 31, 2021, as well as outstanding convertible notes payable $324,058. of $221,575.
As of March 31, 2021 the working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $14 million, for the valuation of a convertible feature on one of our convertible notes that is convertible at $0.0001 per share. 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 Quarterly Report.
Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of significant 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 | |
• | manage or control working capital requirements by controlling operating expenses. |
Management is attempting to raise additional capital via equity and debt offerings to fund our business which will sustain operations until it can market its services and achieveachieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
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Cash Flows
|
| Three Months Ended |
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| ||||||
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| March 31, |
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|
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| ||||||
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| 2021 |
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| 2020 |
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| Change |
| |||
Cash used in operating activities |
| $ | (306,027 | ) |
| $ | - |
|
| $ | (306,027 | ) |
Cash used in investing activities |
| $ | (7,500 | ) |
| $ | - |
|
| $ | (7,500 | ) |
Cash provided by financing activities |
| $ | 328,453 |
|
| $ | - |
|
| $ | 328,453 |
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Cash and cash equivalents on hand |
| $ | 76,498 |
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| $ | - |
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| $ | 76,498 |
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Operating activities
Net cash used in operating activities for the ninethree months ended September 30,March 31, 2021 and 2020 was $306,027 and 2019 were $295,577 and $89,055, respectively. Cash used in operating activities for the nine months ended September 30, 2020 and 2019 were primarily due to net loss of $783,928 and $451,330,$0, respectively. During the ninethree months ended September 30, 2020,March 31, 2021, we incurred a net income of $82,995,055 and the net loss was adjusted by $225,000income included significant non-cash income of $83,430,835 in stock issued for compensation, $206,054 in changes in operating assets and liabilities and change in fair value of derivative liability of $57,297.liabilities. During the ninethree months ended September 30, 2019,March 31, 2020, we incurred a net loss of $107,369 and generated cash flows of $107,369 from the net loss included significant non-cash expenses of $77,500 in stock issued for compensation, $65,001 in debt discount amortization, and $171,684 in gain on change of derivative liability, as well as $391,458 in changesincrease in operating assets and liabilities. There
Investing activities
During the three months ended March 31, 2021, net cash used in investing activities was from an increase in due from related party. During the three months ended March 31, 2020, there were no investing activities.
Financing activities during the nine months ended September 30, 2020 and 2019.
Net cash provided by financing activities for the ninethree months ended September 30, 2020 amounted to $309,429March 31, 2021 was $328,453, which consisted of $309,429$150,000 in proceeds from a short-term loan from a related party. Net cash provided by financing activities for the nine months ended September 30, 2019 was $85,981, which consisted of $86,082 in proceeds from related partyconvertible notes payable, $195,000 in proceeds from notes payable, of $1,546 and repayments on notes payable of $1,647.amounts paid for debt settlement. During the three months ended March 31, 2020, there were no financing activities.
Description of Indebtedness
For a complete description of our outstanding debt as of September 30, 2020 and December 31, 2019, see Notes 2 and 3 to the financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
AsWe are a “smaller reporting company” as defined by Item 10Rule 12b-2 of Regulation S-K, wethe Exchange Act and are not required to provide the information required byunder this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting
Our management with the participationis responsible for establishing and maintaining a system of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in RulesRule 13a-15(e) and 15d-15(e) under the SecuritiesExchange 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 1934, as amended (the “Exchange Act”) asour management, including our Chief Executive Officer and Chief Financial Officer, of September 30, 2020. In designingthe effectiveness of the design and evaluatingoperation of our disclosure controls and procedures management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assuranceas of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationshipend of possible controls and procedures.the period covered by this Quarterly Report. Based on thisthat evaluation, our chief executive officermanagement, including the Chief Executive Officer and chief financial officerChief Financial Officer, concluded that as of September 30, 2020, our disclosure controls and procedures were not effective.
Management’s Responsibility for Financial Statements
Our management is responsible foreffective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the integrityExchange Act was recorded, processed, summarized, and objectivity of all information presented in this Quarterly Report on Form 10-Q. The financial statements were prepared in conformity with accounting principles generally acceptedreported within the time periods specified in the United States of AmericaSEC’s rules and include amounts based on management’s best estimates and judgments. Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.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 were nohave not been any changes during the nine months ended September 30, 2020 in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending March 31, 2021 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal controlscontrol over financial reporting, other than the following:
On September 15, 2020 Wanda Witoslawski resigned as CFO of Maptelligent, Inc., formerly known as Las Vegas Xpress, Inc. Richard Ziccardi was appointed by the Board of Directors as a new CFO effective October 9, 2020.reporting.
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WeThere are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations and there is no action, suit, proceeding, inquiryother 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.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K,Not applicable because we are not required to provide information required by this Item.a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2020,March 31, 2021, the Company issued shares of its common stock as follows:follows, pursuant to exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder:
111,390 shares of common stock issued for interest conversion of $13,368.
• | In the quarter, a noteholder converted $40,230 of convertible debt into 1,235,636 shares of the Company’s common stock due to a conversion of promissory notes. | |
• | In the quarter, a noteholder converted $68,921 of convertible debt into 1,325,400 shares of the company’s common stock due to a conversion of promissory notes. | |
• | In the quarter, a noteholder converted $2,550 in principal into 25,500,000 shares of the Company’s common stock due to a conversion of promissory notes. | |
• | In the quarter, a noteholder converted $80,500 of convertible debt into 2,709,402 shares of the Company’s common stock due to a conversion of promissory notes. | |
• | On January 27, 2021, 18,425 shares of the Company’s common stock were issued for stock payable in the amount of $19,000. | |
• | On January 27, 2021, 1,281,787 shares of the Company’s common stock were issued to a noteholder in settlement of principal debt in the aggregate amount of $1,025,425. | |
• | 25,000 shares of the Company’s common stock were issued in the amount of $5,000 |
Item 3. Default Upon Senior Securities
As of September 30, 2020, we are in default on certain convertible promissory notes:There were no defaults upon senior securities during the quarter ended March 31, 2021.
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Item 4. Mine Safety Disclosures
Not applicable to our Company.applicable.
NoneNone.
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Exhibit No. |
| Description |
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EX-101.INS |
| XBRL INSTANCE DOCUMENT |
EX-101.SCH | XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT | |
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| XBRL TAXONOMY EXTENSION |
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| XBRL TAXONOMY EXTENSION |
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| XBRL TAXONOMY EXTENSION |
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| XBRL TAXONOMY EXTENSION |
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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: | Maptelligent, |
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| By: | /s/ |
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| Chief Executive Officer (Principal Executive Officer) |
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