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, 2020~~March 31, 2021

Commission file number: ~~333-218746~~000-55797

MAPTELLIGENT, INC.

~~(FORMERLY LAS VEGAS XPRESS, 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)

~~561 926-3083~~415-990-8141

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

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, 2020~~May 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.)~~

TABLE OF CONTENTS

		PAGE

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Balance Sheets – as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 (Unaudited)	3
	Statements of Operations - for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited)	4
	Statements of ~~Shareholders’ Equity (Deficit)~~Stockholders’ Deficit - for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited)	5
	Statements of Cash Flows – for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1416

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1822

Item 4.	Controls and Procedures	1922

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	2023

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2023

Item 3.	Defaults upon Senior Securities	2023

Item 4.	Mine Safety Disclosures	2023

Item 5.	Other Information	2023

Item 6.	Exhibits	2124

SIGNATURES		2225

Table of Contents

PART I FINANCIAL INFORMATION

MAPTELLIGENT, INC.

~~Maptelligent, Inc.~~BALANCE SHEETS

~~(formerly Las Vegas Xpress, Inc.)~~

~~Balance Sheets~~

(Unaudited)

September 30,

December 31,

2020

2019

Assets

Current assets

Cash

$ 13,852

$ -

Prepaid expenses

15,000

Total current assets

28,852

-

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

Shareholders' equity (deficit)

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

Stockholders' Deficit
Preferred stock: 2,011,000 authorized; $0.00001 par value;
Preferred A, 1,000,000 shares designated, 98,796 shares issued and outstanding		1			1
Preferred C, 1,000 shares designated, 20 shares issued and outstanding, respectively		0			0
Common stock: 10,000,000,000 authorized; $0.00001 par value
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.

Table of Contents

MAPTELLIGENT, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2021			2020

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

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	)

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.)~~

~~Statements of Operations~~

~~(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~~

Table of Contents

~~Maptelligent, Inc.~~MAPTELLIGENT, INC.

~~(formerly Las Vegas Xpress, Inc.)~~STATEMENTS OF CASH FLOWS

~~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

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 2019~~MARCH 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, ~~2020~~2021 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 software~~an industry that is subject to ~~intense competition. The inability of the Company to establish contracts~~some 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 results~~Amounts 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 included~~materially 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:~~

	~~(i)~~	~~Identify the contract(s) with a customer;~~
	~~(ii)~~	~~Identify the performance obligations in the contract(s);~~
	~~(iii)~~	~~Determine the transaction price;~~
	~~(iv)~~	~~Allocate the transaction price to the performance obligations in the contract(s);~~
	~~(v)~~	~~Recognize revenue when the Company satisfies a performance obligation.~~

~~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 ~~Measurements~~Measurements” ~~(“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.

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 ~~warrants~~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 ~~share-based compensation~~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.

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 ~~accounts~~will 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.

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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 at~~a total principal amount of $440,000. The first Note was issued by the ~~grant date, based~~Company on the ~~estimated fair value~~Closing Date and second Note was issued in February 2021. The Initial Note has an interest rate of 12% per annum and a maturity date of June 10, 2022. The Company received $195,000 from the first Note and recorded $25,000 as 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 recognized~~recorded derivative liability of $92,400 and $31,533 as ~~expense over~~debt 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 months~~year ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company ~~incurred $225,000~~recorded 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 shares~~amortization 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.

~~The~~NOTE 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 were~~has 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

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~~(2) Related Party Notes Payable~~During 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 promissory~~has entered into various convertible notes with ~~various origination dates in 2015 and 2017.~~variable conversion rates that create derivative liabilities. A ~~summary~~description 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

~~The~~During the year ended December 31, 2018, the Company ~~also received $309,429~~issued a total of $325,000 of notes with the following terms:

	·	Terms ranging from 6 months to 12 months.
	·	Annual interest rates of 8% - 12%.
	·	Convertible at the option of the holders at issuance.
	·	Conversion prices are typically based on the discounted (25 - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001.
	·	Notes are currently in default. Default interest rates are $24%.

Promissory Notes - Issued in ~~proceeds from~~fiscal year 2020

During the year ended December 31, 2020, the Company issued a ~~new incoming executive during~~note of $100,000 with the ~~nine~~following terms:

	·	Term is 12 months.
	·	Annual interest rate of 10%.
	·	Convertible at the option of the holders at issuance.
	·	Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days

During the 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 on~~March 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.

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~~(3) Convertible~~Promissory 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 ~~book~~Company’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 outstanding~~warrants as of ~~September 30, 2020 and December~~March 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 during~~2021 is $0. All of the ~~nine months ended September 30, 2020 and 2019, respectively. The aggregate debt discount was fully amortized at December~~outstanding 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.~~
11
~~(4) Derivative Instruments~~NOTE 7 - DERIVATIVE INSTRUMENTS

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

11
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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 December~~March 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 December~~table 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 price~~takes 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.
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~~(5) Equity~~NOTE 9 - EQUITY

Authorization of Common and Preferred Stock

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share ~~converted~~convertible 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 months~~year 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 ~~375,000~~4,835,420 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 ~~nine~~year 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 in~~spouse 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.

1213
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~~During~~NOTE 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 shares~~under 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. During~~and convertible notes that are computed using the ~~nine~~if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method.
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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 note~~convertible 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.~~
W~~arrants~~NOTE 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:~~
~~Warrants Outstanding~~
~~Warrants Exercisable~~
~~Weighted Average~~
~~Number~~
~~Remaining Contractual~~
~~Weighted Average~~
~~Number~~
~~Weighted Average~~
~~of Shares~~
~~life (in years)~~
~~Exercise Price~~
~~of Shares~~
~~Exercise Price~~
-
-
~~N/A~~
-
~~N/A~~
~~(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, 2020~~subsequent to March 31, 2021 through the date these financial statements were issued, and ~~determined there are no additional~~noted 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.
13
·
5,928,498 shares of common stock for the conversion of accrued interest and fees of $57,961.
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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 on~~provide a ~~mission~~cloud based geographic platform to ~~save lives through our novel use of geospatial technology. Our goal is~~access information relevant to ~~transform how data~~structures 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 responders~~display. This rapid access to ~~access site specific~~relevant information ~~enhancing~~enhances 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 mitigating~~mitigate 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 partnerships~~when 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 ~~offer~~also provide a suite of ~~maps and applications~~tools providing customers the ability to maintain and manage data in a mobile ~~environment for public safety~~environment. 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 the~~for 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, such~~preparation of software solutions that has previously been made by using the ~~shares issued~~ESRI 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 of~~accident on mobile displays within police, fire, and ambulance vehicles. Over the ~~total outstanding common stock of~~last 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.

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~~Following~~We 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 technologies~~name ArcGIS to refer to its suite of GIS software products, which operate on desktop, server, and ~~investigated additional technologies~~mobile 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 problems~~integrates, 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 preparation~~As a result of the ~~GEOcommand Software. The GEOcommand Software is~~agreement 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 be~~Silver 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 “Smart~~support 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.
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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.
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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 thereto~~in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and ~~disclosures~~liabilities 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 impairment~~amounts of ~~long-lived assets, contingencies, litigation~~revenues and ~~income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under~~expenses during the ~~circumstances. Actual results under circumstances and conditions different than those assumed~~reported periods. Amounts could ~~result in differences from the estimated amounts~~materially 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.

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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 of~~are 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

Three Months Ended

March 31,

2021

2020

Change

General and administrative

$ 43,588

$ 608

$ 42,980

Professional fee

36,146

-

36,146

Compensation and payroll taxes

247,663

93,750

153,913

Total operating expenses

$ 327,397

$ 94,358

$ 233,039

Compensation ~~expense~~and payroll taxes increased by ~~$430,223, or 564.2%~~$153,913, during the three months ended ~~September 30, 2020~~March 31, 2021 as compared to ~~the three months ended September 30, 2019.~~2020. The increase in compensation expense ~~was~~in the current period is primarily due to ~~higher payroll and increased employees during such period in 2020. Selling, general and administrative expenses~~employees’ payroll. Professional fees increased by ~~$20,821, or 449.3%,~~$36,146, during the three months ended ~~September 30, 2020~~March 31, 2021 as compared to the same period in ~~2019~~2020 primarily due to ~~increase in office expenses. Professional fees decreased~~legal and accounting fees. General and administrative expenses increased by ~~$27,847, or 60.9%,~~$42,980, during the three months ended ~~September 30, 2020~~March 31, 2021 as compared to ~~the same period~~2020. The increase in ~~2019, as Company used less consulting~~general and ~~legal services.~~administrative expenses is primarily due to an increase in marketing software expenses.
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Table of Contents

Other (Expense) Income

Three Months Ended

March 31,

2021

2020

Change

Interest expense

$ (108,383 )

$ (13,011 )

$ (95,372 )
Change in fair value of derivative liability

83,430,835

-

83,430,835

Total other income (expense)

$ 83,322,452

$ (13,011 )

$ 83,335,463

~~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 ~~2019~~other 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%.~~
16
~~Results~~from an accounting estimate primarily from the conversion feature of ~~Operations for the Nine Months Ended September 30, 2020 as Compared to the Nine~~~~Months Ended September 30, 2019~~
~~The following is a comparison of the results of operations for the nine months ended September 30, 2020 and 2019:~~

Nine months ended

September 30,

September 30,

2020

2019

$ Change

% Change

Revenues

$ -

$ -

$ -

0

Cost of sales

-

-

-

0

Gross profit (loss)

-

-

-

0

Operating Expenses:

Compensation and payroll taxes

$ 620,723

$ 306,250

$ 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 %

Loss from operations

(684,816 )

(492,235 )

(192,581 )

39.1 %

Other income (expense)

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 lower~~one 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%.
17
note.

Liquidity and Capital Resources

March 31,

December 31,

2021

2020

Change

Cash

$ 76,498

$ 61,572

$ 14,926

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 ~~and~~so 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 includes~~March 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 ~~our business;~~long-term business operations; and
•
manage or control working capital requirements by controlling operating expenses.

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

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Cash Flows

Three Months Ended

March 31,

2021

2020

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

Cash and cash equivalents on hand

$ 76,498

$ -

$ 76,498

Operating activities

Net cash used in operating activities for the ~~nine~~three 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 ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we incurred a net income of $82,995,055 and the net ~~loss was adjusted by $225,000~~income 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 ~~nine~~three 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 ~~nine~~three months ended ~~September 30, 2020 amounted to $309,429~~March 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 party~~convertible 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 10~~Rule 12b-2 of ~~Regulation S-K, we~~the Exchange Act and are not required to provide the information required byunder this Item.

18
Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures ~~and Changes in Internal Control over Financial Reporting~~

Our management ~~with the participation~~is 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 ~~Rules~~Rule 13a-15(e) and 15d-15(e) under the ~~Securities~~Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of ~~1934, as amended (the “Exchange Act”) as~~our management, including our Chief Executive Officer and Chief Financial Officer, of ~~September 30, 2020. In designing~~the effectiveness of the design and ~~evaluating~~operation of our disclosure controls and procedures ~~management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance~~as of ~~achieving their objectives and management necessarily applied its judgment in evaluating~~ the ~~cost-benefit relationship~~end of ~~possible controls and procedures.~~the period covered by this Quarterly Report. Based on ~~this~~that evaluation, our ~~chief executive officer~~management, including the Chief Executive Officer and ~~chief financial officer~~Chief 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 for~~effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the ~~integrity~~Exchange 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 accepted~~reported within the time periods specified in the ~~United States of America~~SEC’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 no~~have 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 ~~controls~~control 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.

1922
Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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, inquiry~~other actions, suits, proceedings, inquiries or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

~~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.
•
~~Promissory note dated December 20, 2017 payable on September 20, 2018 to Auctus Fund, LLC with outstanding balance of $68,686.~~
•
~~Promissory note dated January 5, 2018 payable on July 5, 2018 to GPL Ventures LLC with outstanding balance of $37,616.~~
•
~~Promissory note dated April 18, 2018 payable on October 17, 2018 to L2 Capital, LLC with outstanding balance of $67,916.~~
•
~~Promissory note dated June 2, 2017 payable on June 2, 2018 to East Shore Equities with outstanding balance of $18,260.~~
•
~~Promissory note dated September 30, 2017 payable on September 30, 2018 to Vortex Capital with outstanding balance of $12,000.~~
•
~~Promissory note dated November 27, 2017 payable on November 27, 2018 to EMA Financial, LLC with outstanding balance of $19,580.~~
•
~~Promissory note dated April 20, 2018 payable on April 20, 2019 to BGR Government Affairs with outstanding balance of $50,000.~~
•
~~Promissory note dated April 30, 2018 payable on April 30, 2019 to Albee There Too, LLC with outstanding balance of $50,000.~~

Item 4. Mine Safety Disclosures

Not ~~applicable to our Company.~~applicable.

Item 5. Other Information.

~~None~~None.

2023
Table of Contents

Item 6. Exhibits.

Exhibit No.

Description
~~3.1~~
Certificate of Amendment to the Articles of Incorporation and Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, 78.385 and 78.390 as filed by Las Vegas Xpress, Inc. to change to Maptelligent, Inc., with the Secretary of State of the State of Nevada, as included as Exhibit 3.1 in the Company’s Form 8-K filed on October 13, 2020
~~10.1~~
~~Resignation Letter of CFO dated September 15, 2020, as included as Exhibit 10.1 in the Company Form 8-K filed on September 17, 2020~~
~~10.2~~
~~Asset Purchase Agreement with Schedule, as included as Exhibit 10.1 in the Company’s Form 8-K dated October 13, 2020~~

31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

~~32.~~32
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

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EX-101.SCH
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XBRL TAXONOMY EXTENSION ~~CALCULATION~~DEFINITION LINKBASE

~~EX-101.DEF~~EX-101.LAB

XBRL TAXONOMY EXTENSION ~~DEFINITION~~LABELS LINKBASE

~~EX-101.LAB~~EX-101.PRE

XBRL TAXONOMY EXTENSION ~~LABELS~~PRESENTATION LINKBASE
~~EX-101.PRE~~
~~XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE~~

2124
Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~November 23, 2020~~May 17, 2021
Maptelligent,, Inc.

By:
/s/ ~~Albert Koenigsberg~~Joseph Cosio-Barron

Chief Executive Officer
(Principal Executive Officer)

~~Date: November 23, 2020~~
~~By:~~
~~/s/ Richard Ziccardi~~
~~Chief Financial Officer~~
~~(Principal Financial Officer)~~

2225

	September 30,			December 31,
	2020			2019

Assets

Current assets
Cash	$	13,852		$	-
Prepaid expenses		15,000
Total current assets		28,852			-

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

Shareholders' equity (deficit)
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		$	-

	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

									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	)

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

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		%

	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

			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

	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

	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

	·	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.

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

	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

	·	2,150,000 shares of common stock for the conversion of debt of $24,940.
13	·	5,928,498 shares of common stock for the conversion of accrued interest and fees of $57,961.

	·	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.

	·	Minimized Property Damage
	·	Shared Mutual Aid Information
	·	More Efficient Response
	·	Enhanced Situational Awareness
	·	Effective Collaboration Support

	·	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

	Nine months ended
	September 30,			September 30,
	2020			2019			$ Change			% Change

Revenues	$	-		$	-		$	-			0
Cost of sales		-			-			-			0
Gross profit (loss)		-			-			-			0

Operating Expenses:
Compensation and payroll taxes	$	620,723		$	306,250		$	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	%

Loss from operations		(684,816	)		(492,235	)		(192,581	)		39.1	%

Other income (expense)
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	%

	•	obtain adequate sources of debt or equity financing to pay unfunded operating expenses and fund ~~our business;~~long-term business operations; and
	•	manage or control working capital requirements by controlling operating expenses.

	•	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

	•	~~Promissory note dated December 20, 2017 payable on September 20, 2018 to Auctus Fund, LLC with outstanding balance of $68,686.~~
	•	~~Promissory note dated January 5, 2018 payable on July 5, 2018 to GPL Ventures LLC with outstanding balance of $37,616.~~
	•	~~Promissory note dated April 18, 2018 payable on October 17, 2018 to L2 Capital, LLC with outstanding balance of $67,916.~~
	•	~~Promissory note dated June 2, 2017 payable on June 2, 2018 to East Shore Equities with outstanding balance of $18,260.~~
	•	~~Promissory note dated September 30, 2017 payable on September 30, 2018 to Vortex Capital with outstanding balance of $12,000.~~
	•	~~Promissory note dated November 27, 2017 payable on November 27, 2018 to EMA Financial, LLC with outstanding balance of $19,580.~~
	•	~~Promissory note dated April 20, 2018 payable on April 20, 2019 to BGR Government Affairs with outstanding balance of $50,000.~~
	•	~~Promissory note dated April 30, 2018 payable on April 30, 2019 to Albee There Too, LLC with outstanding balance of $50,000.~~

Exhibit No.		Description

~~3.1~~		Certificate of Amendment to the Articles of Incorporation and Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, 78.385 and 78.390 as filed by Las Vegas Xpress, Inc. to change to Maptelligent, Inc., with the Secretary of State of the State of Nevada, as included as Exhibit 3.1 in the Company’s Form 8-K filed on October 13, 2020

~~10.1~~		~~Resignation Letter of CFO dated September 15, 2020, as included as Exhibit 10.1 in the Company Form 8-K filed on September 17, 2020~~

~~10.2~~		~~Asset Purchase Agreement with Schedule, as included as Exhibit 10.1 in the Company’s Form 8-K dated October 13, 2020~~

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.

~~32.~~32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

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~~EX-101.LAB~~EX-101.PRE		XBRL TAXONOMY EXTENSION ~~LABELS~~PRESENTATION LINKBASE

~~EX-101.PRE~~		~~XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE~~

Date: ~~November 23, 2020~~May 17, 2021	Maptelligent,, Inc.

	By:	/s/ ~~Albert Koenigsberg~~Joseph Cosio-Barron
		Chief Executive Officer (Principal Executive Officer)

~~Date: November 23, 2020~~
	~~By:~~	~~/s/ Richard Ziccardi~~
		~~Chief Financial Officer~~ ~~(Principal Financial Officer)~~