Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | MAPTELLIGENT, INC. | |
Entity Central Index Key | 0001697935 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 346,235,682 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55797 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 88-0203182 | |
Entity Address Address Line 1 | 2381 St Rose Pkwy | |
Entity Address Address Line 2 | Suite 297 | |
Entity Address City Or Town | Henderson | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89052 | |
City Area Code | 415 | |
Local Phone Number | 990-8141 | |
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 790,965 | $ 966,682 |
Note receivable - related party | 152,042 | 152,042 |
Due from related party | 41,000 | 41,000 |
Total current assets | 984,007 | 1,159,724 |
Total Assets | 984,007 | 1,159,724 |
Current Liabilities | ||
Accounts payable | 20,062 | 22,716 |
Accrued payroll | 106,415 | 106,415 |
Accrued interest | 175,385 | 151,709 |
Notes payable | 413,343 | 384,708 |
Convertible notes payable | 663,122 | 692,433 |
Derivative liability | 3,204,773 | 5,159,248 |
Common stock payable | 11,200 | 24,500 |
Total Current Liabilities | 4,594,300 | 6,541,729 |
Total Liabilities | 4,594,300 | 6,541,729 |
Stockholders' Deficit | ||
Common stock: 10,000,000,000 authorized; $0.00001 par value 271,622,264 and 246,296,788 shares issued and outstanding, respectively | 2,716 | 2,463 |
Additional paid in capital | 33,576,510 | 33,498,025 |
Accumulated deficit | (37,189,520) | (38,882,494) |
Total Stockholders' Deficit | (3,610,293) | (5,382,005) |
Total Liabilities and Stockholders' Deficit | 984,007 | 1,159,724 |
Preferred Stock A [Member] | ||
Stockholders' Deficit | ||
Preferred stock | 1 | 1 |
Preferred Stock C [Member] | ||
Stockholders' Deficit | ||
Preferred stock | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 271,622,264 | 246,296,788 |
Common stock, shares outstanding | 271,622,264 | 246,296,788 |
Preferred stock, shares authorized | 2,011,000 | 2,011,000 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred Stock A [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 98,796 | 98,796 |
Preferred stock, shares outstanding | 98,796 | 98,796 |
Preferred Stock C [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 20 | 20 |
Preferred stock, shares outstanding | 20 | 20 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
STATEMENTS OF OPERATIONS (Unaudited) | ||
Revenue | $ 0 | $ 0 |
Operating expenses | ||
General and administrative | 40,219 | 43,588 |
Professional fees | 53,825 | 36,146 |
Compensation and payroll taxes | 74,781 | 247,663 |
Total operating expenses | 168,825 | 327,397 |
Net loss from operations | (168,825) | (327,397) |
Other income (expense) | ||
Interest expense | (95,327) | (108,383) |
Change in fair value of derivative liability | 1,870,464 | 83,430,835 |
Gain on settlement of debt | 86,662 | 0 |
Total other income (expense) | 1,861,799 | 83,322,452 |
Income before income taxes | 1,692,974 | 82,995,055 |
Provision for income taxes | 0 | 0 |
Net income | $ 1,692,974 | $ 82,995,055 |
Basic income per Common Share | $ 0.01 | $ 2.10 |
Diluted loss per Common Share | $ 0 | $ 0 |
Basic weighted average number of common shares outstanding | 254,660,918 | 39,484,185 |
Diluted weighted average number of common shares outstanding | 1,055,952,832 | 506,192,546 |
STATEMENTS OF STOCKHOLDERS DEFI
STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Series A, Preferred Stock [Member] | Series C, Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2020 | 98,796 | 20 | 23,712,522 | |||
Balance, amount at Dec. 31, 2020 | $ (105,935,274) | $ 1 | $ 0 | $ 237 | $ 23,709,863 | $ (129,645,375) |
Stock issued for stock payable, shares | 43,425 | |||||
Stock issued for stock payable, amount | 19,000 | 0 | 0 | $ 0 | 19,000 | 0 |
Stock issued for notes and interest conversion, shares | 30,770,438 | |||||
Stock issued for notes and interest conversion, amount | 4,342,611 | 0 | 0 | $ 308 | 4,342,303 | 0 |
Stock issued for settlement of debt - related party, shares | 1,281,787 | |||||
Stock issued for settlement of debt - related party, amount | 1,873,740 | 0 | 0 | $ 13 | 1,873,727 | 0 |
Net income | 82,995,055 | $ 0 | $ 0 | $ 0 | 0 | 82,995,055 |
Balance, shares at Mar. 31, 2021 | 98,796 | 20 | 55,808,172 | |||
Balance, amount at Mar. 31, 2021 | (16,704,868) | $ 1 | $ 0 | $ 558 | 29,944,893 | (46,650,320) |
Balance, shares at Dec. 31, 2021 | 20 | 246,296,788 | ||||
Balance, amount at Dec. 31, 2021 | (5,382,005) | 1 | $ 0 | $ 2,463 | 33,498,025 | (38,882,494) |
Stock issued for stock payable, shares | 2,000,000 | |||||
Stock issued for stock payable, amount | 20,500 | 0 | 0 | $ 20 | 20,480 | 0 |
Stock issued for notes and interest conversion, shares | 23,100,476 | |||||
Stock issued for notes and interest conversion, amount | 56,438 | 0 | 0 | $ 231 | 56,207 | 0 |
Net income | 1,692,974 | 0 | 0 | 0 | 0 | 1,692,974 |
Stock issued for payment of accounts payable, amount | 1,800 | $ 0 | $ 0 | $ 2 | 1,798 | 0 |
Stock issued for payment of accounts payable, shares | 225,000 | |||||
Balance, shares at Mar. 31, 2022 | 98,796 | 20 | 271,622,264 | |||
Balance, amount at Mar. 31, 2022 | $ (3,610,293) | $ 1 | $ 0 | $ 2,716 | $ 33,576,510 | $ (37,189,520) |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 1,692,974 | $ 82,995,055 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Amortization of debt discount | 65,074 | 75,783 |
Stock-based compensation | 7,200 | 0 |
Change in fair value of derivative liability | (1,870,464) | (83,430,835) |
Gain on settlement of debt | (86,662) | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | (854) | 7,235 |
Accrued payroll | 0 | 14,134 |
Accrued interest | 29,015 | 32,601 |
Net Cash used in Operating Activities | (163,717) | (306,027) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advances on due from related party | 0 | (7,500) |
Net Cash used in Investing Activities | 0 | (7,500) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 0 | (150,000) |
Repayment on convertible notes payable | (12,000) | |
Payment on debt to be settled | 0 | (16,547) |
Proceeds from notes payable | 0 | 195,000 |
Net Cash provided by Financing Activities | (12,000) | 328,453 |
Net change in cash | (175,717) | 14,926 |
Cash, beginning of period | 966,682 | 61,572 |
Cash, end of period | 790,965 | 76,498 |
Supplemental cash flow information | ||
Cash paid for interest | 1,250 | 0 |
Cash paid for taxes | 0 | 0 |
Non-cash Investing and Financing transactions: | ||
Conversion of notes payable and accrued interest to common stock | 56,438 | 4,342,611 |
Common stock issued for stock payable | 20,500 | 19,000 |
Common stock issued for payment of accounts payable | 1,800 | 0 |
Derivative liability recognized as debt discounts | 0 | 181,533 |
Stock issued for settlement of related party debt | $ 0 | $ 1,873,740 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF BUSINESS | |
NOTE 1 - DESCRIPTION OF BUSINESS: | NOTE 1 - DESCRIPTION OF BUSINESS: The Company is a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. The Company re-domiciled to the state of Nevada and changed its name to X Rail Enterprises, Inc. on November 5, 2015, at which time its primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, the Company changed its name to Las Vegas Xpress, Inc. On April 13, 2020, the Company entered into an asset purchase agreement (the “Agreement”) with an entity affiliated with the Company’s CEO, whereby the Company would acquire certain intellectual property in connection with a planned change in business to assist first responders with data access and transfer in times of crisis using geospatial technology. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation: The accompanying unaudited interim financial statements of Maptelligent, Inc., (the “Company”) are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. Risks and Uncertainties: The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. Fair Value of Financial Instruments: The Company follows ASC 820, “ Fair Value Measurements” The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level, measured at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,204,773 $ 3,204,773 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 5,159,248 $ 5,159,248 Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has early adopted the ASU and determined that there has been no material impact to the financial statements. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. The ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, results of operations and cash flows. Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies. The Company is not may |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2022 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN: | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has a net cash used in operating activities of $163,717 for the three months ended March 31, 2022. The Company also has an accumulated deficit of $37,189,520 and a negative working capital of $3,610,293 as of March 31, 2022. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern. While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time. Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
NOTES PAYABLE | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE Notes payable As of March 31, 2022 and December 31, 2021, the Company has notes payable as follows, March 31, December 31, 2022 2021 Promissory notes $ 440,000 $ 440,000 440,000 440,000 Less debt discount (26,657 ) (55,292 ) Total outstanding notes payable $ 413,343 $ 384,708 During the three months ended March 31, 2022 and 2021, the Company recorded debt discount amortization of $28,635 and $24,389, respectively, and interest expense of $13,020 and $11,717, respectively. As of March 31, 2022 and December 31, 2021, the Company had accrued interest of $64,518 and $51,498, respectively. Notes payable issued in Fiscal year 2020 On December 10, 2020 (the “Closing Date”), the Company entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company purchased two promissory notes, each with a principal amount of $220,000, for a total principal amount of $440,000. The first Note was issued by the Company on the Closing Date and second Note was issued in February 2021. The Initial Note has an interest rate of 12% per annum and a maturity date of June 10, 2022. The Company received $195,000 from the first Note and recorded $25,000 as debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $1.50 per share. The warrant contains a cashless exercise provision and expires on the fifth anniversary of the warrant. The Company identified conversion features embedded within warrants issued during the period ended December 31, 2020. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $92,400 as debt discount. During the year ended December 31, 2020, the Company recorded amortization of discount of $6,755. Notes payable issued in Fiscal year 2021 On February 10, 2021, the second note payable, as part of the Securities Purchase Agreement entered into on December 10, 2020, was issued. The second note has an interest rate of 12% per annum and a maturity date of August 10, 2022. The Company received $195,000 and recorded $25,000 as debt discount. In addition, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $1.50 per share. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $31,533 as debt discount. During the year ended December 31, 2021, on the two notes the Company recorded total amortization of debt discount of $111,886. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | NOTE 5 - CONVERTIBLE NOTES PAYABLE The Company has convertible notes payable as follows: March 31, December 31, 2022 2021 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year $ 18,260 $ 18,260 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand - 12,000 Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 33,249 33,249 Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019 50,000 50,000 Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019 50,000 50,000 Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021 200,000 200,000 Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 50,000 50,000 Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022 100,000 100,000 Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022 - 53,750 Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022 38,750 38,750 Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022 43,750 43,750 Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022 43,750 43,750 Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022 43,750 43,750 Convertible notes before debt discount 671,509 737,259 Less debt discount (8,387 ) (44,826 ) Total outstanding convertible notes payable $ 663,122 $ 692,433 During the three months ended March 31, 2022 and 2021, the Company recognized interest expense of $17,245 and $20,883 and amortization of debt discount, included in interest expense, of $36,439 and $51,394, respectively. As of March 31, 2022 and 2021, the Company recorded accrued interest of $110,866 and $1,099,612, respectively. Conversion During the three months ended March 31, 2022, the Company converted convertible note principal and accrued interest of $56,438 into 23,100,476 shares of common stock. The corresponding derivative liability at the date of conversion of $84,011, was settled through additional paid in capital. During the three months ended March 31, 2021, the Company converted convertible note principal and accrued interest of $192,201 into 30,770,438 shares of common stock. The corresponding derivative liability at the date of conversion of $4,150,410, was settled through additional paid in capital. The Company has entered into various convertible notes with variable conversion rates that create derivative liabilities. A description of outstanding convertible notes payable is as follows: Promissory Notes - Issued in fiscal year 2017 During the year ended December 31, 2017, the Company issued a total of $265,900 of notes with the following terms: · Terms ranging from 9 months to 12 months. Certain note is due on demand. · Annual interest rates of 4% - 12%. · Convertible at the option of the holders at issuance. · Conversion prices are typically based on the discounted (35 - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price · Certain notes are currently in default. Default interest rates are 24%. Promissory Notes - Issued in fiscal year 2018 During the year ended December 31, 2018, the Company issued a total of $325,000 of notes with the following terms: · Terms ranging from 6 months to 12 months. · Annual interest rates of 8% - 12%. · Convertible at the option of the holders at issuance. · Conversion prices are typically based on the discounted (25 - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001. · Notes are currently in default. Default interest rates are 24%. Promissory Notes - Issued in fiscal year 2020 During the year ended December 31, 2020, the Company issued a note of $100,000 with the following terms: · Term is 12 months. · Annual interest rate of 10%. · Convertible at the option of the holders at issuance. · Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days During the year ended December 31, 2021, the Company issued an additional tranche of $100,000. Promissory Notes - Issued in fiscal year 2021 During the year ended December 31, 2021, the Company issued a total of $373,750 in notes with the following terms: · Term is 12 months. · Annual interest rate of 10%. · Convertible at the option of the holders at issuance. · Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. The notes include original issue discounts and financing costs of $18,750 and the Company received cash of $355,000. Derivative liabilities The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note. The Company did not issue any notes with conversion features during the three months ended March 31, 2022. The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2021 amounted to $606,699. $250,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $356,699 was recognized as a “day 1” derivative loss. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
WARRANTS | |
NOTE 6 - WARRANTS | NOTE 6 - WARRANTS During the year ended December 31, 2021, the Company issued 146,667 warrants with an exercise price of $1.50 per common share, for a period of 5 years (Note 4). The Company determined that the warrants qualify for derivative accounting as a result of the reset feature, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options. The following summarizes the Company’s warrant activity: Warrants Weighted average exercise price Weighted average remaining life (Year) Outstanding - December 31, 2021 293,334 $ 1.50 4.03 Granted - - - Outstanding - March 31, 2022 293,334 $ 1.50 3.78 The intrinsic value of the warrants as of March 31, 2022 is $0. All of the outstanding warrants are exercisable as of March 31, 2022. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE INSTRUMENTS | |
NOTE 7 - DERIVATIVE INSTRUMENTS | NOTE 7 - DERIVATIVE INSTRUMENTS The Company analyzed the conversion options in its convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the discounted variable-rate conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2022. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The estimated fair values of the liabilities measured on a recurring basis are as follows: Three months ended Year ended March 31, December 31 2022 2021 Expected life in years 0.34 – 3.87 years 0.12 - 5 years Stock price volatility 978% - 999 % 135% - 1456 % Discount rate 2.45 % 0.04% - 1.26 % Expected dividends - - The following table summarizes the changes in the derivative liabilities: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 102,361,488 Addition of new derivatives recognized as debt discounts 281,533 Addition of new derivatives recognized as loss on derivatives 356,699 Settled upon conversion of debt (4,978,926 ) Gain on change in fair value of the derivative (92,861,546 ) Balance - December 31, 2021 $ 5,159,248 Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as loss on derivatives - Settled upon conversion of debt (84,011 ) Gain on change in fair value of the derivative (1,870,464 ) Balance - March 31, 2022 $ 3,204,773 The aggregate (gain) loss on derivatives was as follows: March 31, December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ - $ 356,699 Change in fair value of the derivative (1,870,464 ) (92,861,546 ) $ (1,870,464 ) $ (92,504,847 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company takes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month-to-month basis for $75 a month. Litigation We are not party to any material legal proceedings. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
EQUITY | |
NOTE 9 - EQUITY | NOTE 9 - EQUITY Authorization of Common and Preferred Stock The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C (each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding). Preferred A Stock As of March 31, 2022 and December 31, 2021, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding. Preferred C Stock As of March 31, 2022 and December 31, 2021, 20 shares of the Company’s Preferred C Stock were issued and outstanding. Common Stock During the three months ended March 31, 2022, the Company issued 25,325,476 common shares as follows: · 23,100,476 shares of common stock for conversion of debt of $56,438. · 2,000,000 shares of common stock for stock payable of $20,500. · 225,000 shares of common stock for payment of accounts payable of $1,800. Stock Payable As of March 31, 2022, the Company reported stock payable of $11,200 which is 1,900,000 shares to be issued. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2022 | |
NET INCOME (LOSS) PER COMMON SHARE | |
NOTE 10 - NET INCOME PER COMMON SHARE | NOTE 10: NET INCOME (LOSS) PER COMMON SHARE Basic net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the periods. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the periods. Common equivalent shares consist of convertible preferred stock and convertible notes that are computed using the if-converted method, and outstanding warrants that are computed using the treasury stock method. Antidilutive stock awards consist of stock options that would have been antidilutive in the application of the treasury stock method. Three Months Ended March 31, 2022 2021 Numerator: Net income $ 1,692,974 $ 82,995,055 Gain on change in fair value of derivatives (1,870,464 ) (83,430,835 ) Interest on convertible debt 17,245 20,883 Net income (loss) – diluted $ (160,245 ) $ (414,897 ) Denominator: Weighted average common shares outstanding 254,660,918 39,484,185 Effect of dilutive shares 801,291,914 466,708,361 Diluted 1,055,952,832 506,192,546 Net income (loss) per common share: Basic $ 0.01 $ 2.10 Diluted $ (0.00 ) $ (0.00 ) For the three months ended March 31, 2022 and 2021, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
NOTE 11 - SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS The Company evaluated events subsequent to March 31, 2022, through the date these financial statements were issued, and noted the following events requiring disclosure: On April 1, 2022, $15,000 of principle of a convertible note was converted at $0.0020 to 7,500,000 common shares. On April 14, 2022, $23,750 of principle and $1,937 of interest of a convertible note was converted at $0.0020 to 12,843,750 common shares. On April 22, 2022, $18,100 of principle of a convertible note was converted at $0.0013 to 13,923,077 common shares. On April 29, 2022, $15,300 of principle of a convertible note was converted at $0.0011 to 13,909,091 common shares. On April 29, 2022, $10,350 of principle and $2,187.50 of interest of a convertible note was converted at $0.0010 to 12,537,500 common shares. On April 29, 2022, the Company issued notes payable of $38,750. This note was unsecured, bore interest at 10% per annum, and a maturity date of April 29, 2023. The Company received $35,000 and recorded $3,750 as debt discount. On May 10, 2022, $13,900 of principle of a convertible note was converted at $0.0010 to 13,900,000 common shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Financial Statement Presentation: | The accompanying unaudited interim financial statements of Maptelligent, Inc., (the “Company”) are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2021. |
Risks and Uncertainties: | The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations. |
Use of Estimates: | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. |
Fair Value of Financial Instruments: | The Company follows ASC 820, “ Fair Value Measurements” The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level, measured at fair value on a recurring basis: March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,204,773 $ 3,204,773 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 5,159,248 $ 5,159,248 |
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has early adopted the ASU and determined that there has been no material impact to the financial statements. |
COVID-19 | A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the three months ended March 31, 2022. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. The ultimate impact of the COVID-19 pandemic on our results of operations and financial condition is dependent on future developments, including the duration of the pandemic and the related extent of its severity, as well as its impact on the economic conditions, which remain uncertain and cannot be predicted at this time. If the global response to contain the COVID-19 pandemic is unsuccessful, or if governmental decisions to ease pandemic related restrictions are ineffective, premature or counterproductive, the Company could experience a material adverse effect on the Company’s financial condition, results of operations and cash flows. Further, additional significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and financial condition. Many of our operations are currently, and will likely remain in the near future, in developing countries which are susceptible to outbreaks of disease and may lack the resources to effectively contain such an outbreak quickly. Such outbreaks may impact our ability to operate by limiting access to qualified personnel, increasing costs associated with ensuring the safety and health of our personnel, restricting transportation of personnel, equipment, and supplies to and from our areas of operation and diverting the time, attention and resources of government agencies which are necessary to conduct our operations. In addition, any losses we experience as a result of such outbreaks of disease which impact sales or delay production may not be covered by our insurance policies. The Company is not may |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Fair Value Laibilities Measured On Recurring Basis | March 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 3,204,773 $ 3,204,773 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 5,159,248 $ 5,159,248 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NOTES PAYABLE | |
Schedule of Notes Payable | March 31, December 31, 2022 2021 Promissory notes $ 440,000 $ 440,000 440,000 440,000 Less debt discount (26,657 ) (55,292 ) Total outstanding notes payable $ 413,343 $ 384,708 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of Convertible Notes Payable | March 31, December 31, 2022 2021 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year $ 18,260 $ 18,260 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand - 12,000 Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 33,249 33,249 Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019 50,000 50,000 Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019 50,000 50,000 Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021 200,000 200,000 Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 50,000 50,000 Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022 100,000 100,000 Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022 - 53,750 Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022 38,750 38,750 Promissory note, dated October 14, 2021, bearing interest of 10% annually, payable on October 14, 2022 43,750 43,750 Promissory note, dated November 8, 2021, bearing interest of 10% annually, payable on November 8, 2022 43,750 43,750 Promissory note, dated December 27, 2021, bearing interest of 10% annually, payable on December 27, 2022 43,750 43,750 Convertible notes before debt discount 671,509 737,259 Less debt discount (8,387 ) (44,826 ) Total outstanding convertible notes payable $ 663,122 $ 692,433 |
WARRANTS (Table)
WARRANTS (Table) | 3 Months Ended |
Mar. 31, 2022 | |
WARRANTS | |
Schedule of warrant activity | Warrants Weighted average exercise price Weighted average remaining life (Year) Outstanding - December 31, 2021 293,334 $ 1.50 4.03 Granted - - - Outstanding - March 31, 2022 293,334 $ 1.50 3.78 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DERIVATIVE INSTRUMENTS | |
Schedule of estimated fair values | Three months ended Year ended March 31, December 31 2022 2021 Expected life in years 0.34 – 3.87 years 0.12 - 5 years Stock price volatility 978% - 999 % 135% - 1456 % Discount rate 2.45 % 0.04% - 1.26 % Expected dividends - - |
Schedule of change in derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 102,361,488 Addition of new derivatives recognized as debt discounts 281,533 Addition of new derivatives recognized as loss on derivatives 356,699 Settled upon conversion of debt (4,978,926 ) Gain on change in fair value of the derivative (92,861,546 ) Balance - December 31, 2021 $ 5,159,248 Addition of new derivatives recognized as debt discounts - Addition of new derivatives recognized as loss on derivatives - Settled upon conversion of debt (84,011 ) Gain on change in fair value of the derivative (1,870,464 ) Balance - March 31, 2022 $ 3,204,773 |
Schedule of (gain) loss on derivatives | March 31, December 31, 2022 2021 Addition of new derivatives recognized as loss on derivatives $ - $ 356,699 Change in fair value of the derivative (1,870,464 ) (92,861,546 ) $ (1,870,464 ) $ (92,504,847 ) |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
NET INCOME (LOSS) PER COMMON SHARE | |
Schedule of antidilutive Securities excluded from earnings (loss) per share | Three Months Ended March 31, 2022 2021 Numerator: Net income $ 1,692,974 $ 82,995,055 Gain on change in fair value of derivatives (1,870,464 ) (83,430,835 ) Interest on convertible debt 17,245 20,883 Net income (loss) – diluted $ (160,245 ) $ (414,897 ) Denominator: Weighted average common shares outstanding 254,660,918 39,484,185 Effect of dilutive shares 801,291,914 466,708,361 Diluted 1,055,952,832 506,192,546 Net income (loss) per common share: Basic $ 0.01 $ 2.10 Diluted $ (0.00 ) $ (0.00 ) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities | ||
Derivative liabilities | $ 3,204,773 | $ 5,159,248 |
Fair Value, Inputs, Level 1 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Liabilities | ||
Derivative liabilities | $ 3,204,773 | $ 5,159,248 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
GOING CONCERN | |
Operating Activities | $ 163,717 |
Accumulated Deficit | (37,189,520) |
Working capital defcit | $ 3,610,293 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Notes payable | $ 440,000 | $ 440,000 |
Less unamortized debt discount | (26,657) | (55,292) |
Total outstanding notes payable | 413,343 | 384,708 |
Promissory Notes [Member] | ||
Notes payable | $ 440,000 | $ 440,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 10, 2021 | Dec. 10, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Amortization of Debt Discount (Premium) | $ 36,439 | $ 51,394 | ||||
Interest Expense | 95,327 | 108,383 | ||||
Debt discount | 3,750 | |||||
Securities Purchase Agreement [Member] | ||||||
Debt instrument principal amount | $ 220,000 | |||||
Debt instrument | $ 440,000 | |||||
Notes Payable [Member] | ||||||
Amortization of Debt Discount (Premium) | 28,635 | 24,389 | ||||
Interest payable | 64,518 | 51,498 | ||||
Interest Expense | $ 13,020 | $ 11,717 | ||||
First Note [Member] | Securities Purchase Agreement [Member] | ||||||
Amortization of Debt Discount (Premium) | $ 6,755 | |||||
Interest rate | 12.00% | |||||
Maturity date | Jun. 10, 2022 | |||||
Proceeds from related party notes | $ 195,000 | |||||
Debt discount | $ 25,000 | |||||
Aquitision of warrant | 146,667 | |||||
Exercise price | $ 1.50 | |||||
Derivative liability discount | $ 92,400 | |||||
Second Note [Member] | Securities Purchase Agreement [Member] | ||||||
Amortization of Debt Discount (Premium) | $ 111,886 | |||||
Interest rate | 12.00% | |||||
Maturity date | Aug. 10, 2022 | |||||
Proceeds from related party notes | $ 195,000 | |||||
Debt discount | $ 25,000 | |||||
Aquitision of warrant | 146,667 | |||||
Exercise price | $ 1.50 | |||||
Derivative liability discount | $ 31,533 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible Debt, Gross | $ 671,509 | $ 737,259 |
Less debt discount | (8,387) | (44,826) |
Total outstanding convertible notes payable | 663,122 | 692,433 |
Promissory Notes 1 [Member] | ||
Convertible Debt, Gross | 18,260 | 18,260 |
Promissory Notes 2 [Member] | ||
Convertible Debt, Gross | 0 | 12,000 |
Promissory Notes 3 [Member] | ||
Convertible Debt, Gross | 33,249 | 33,249 |
Promissory Notes 4 [Member] | ||
Convertible Debt, Gross | 50,000 | 50,000 |
Promissory Notes 5 [Member] | ||
Convertible Debt, Gross | 50,000 | 50,000 |
Promissory Notes 6 [Member] | ||
Convertible Debt, Gross | 200,000 | 200,000 |
Promissory Notes 7 [Member] | ||
Convertible Debt, Gross | 50,000 | 50,000 |
Promissory Notes 9 [Member] | ||
Convertible Debt, Gross | 100,000 | 100,000 |
Promissory Notes 8 [Member] | ||
Convertible Debt, Gross | 0 | 53,750 |
Promissory Notes 10 [Member] | ||
Convertible Debt, Gross | 38,750 | 38,750 |
Promissory Notes 11 [Member] | ||
Convertible Debt, Gross | 43,750 | 43,750 |
Promissory Notes 12 [Member] | ||
Convertible Debt, Gross | 43,750 | 43,750 |
Promissory Notes 13 [Member] | ||
Convertible Debt, Gross | $ 43,750 | $ 43,750 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest expense | $ 17,245 | $ 20,883 |
Accrued interest | 110,866 | 1,099,612 |
Amortization of debt discount | 36,439 | 51,394 |
Additional paid in capital, derivative liability | $ 84,011 | $ 4,150,410 |
Common stock shares issued upon conversion of debt | 23,100,476 | 30,770,438 |
Debt conversion, converted instrument, principle amount | $ 56,438 | $ 192,201 |
Fair value of derivative liability | 606,699 | |
Derivative liability, debt discount | 250,000 | |
Loss on derivative liability | 356,699 | |
2017 [Member] | ||
Proceeds from convertible notes | $ 265,900 | |
Term description | Terms ranging from 9 months to 12 months. | |
Conversion price, description | Conversion prices are typically based on the discounted (35 - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price | |
Default interest rates | 24.00% | |
2017 [Member] | Minimum [Member] | ||
Interest rate | 4.00% | |
2017 [Member] | Maximum [Member] | ||
Interest rate | 12.00% | |
2018 [Member] | ||
Proceeds from convertible notes | $ 325,000 | |
Term description | Terms ranging from 6 months to 12 months. | |
Conversion price, description | Conversion prices are typically based on the discounted (25 - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001. | |
Default interest rates | 24.00% | |
2018 [Member] | Minimum [Member] | ||
Interest rate | 8.00% | |
2018 [Member] | Maximum [Member] | ||
Interest rate | 12.00% | |
2020 [Member] | ||
Proceeds from convertible notes | $ 100,000 | |
Term description | Term is 12 months. | |
Conversion price, description | Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days | |
Interest rate | 10.00% | |
Adjustments to additional convertible notes | $ 100,000 | |
2021 [Member] | ||
Proceeds from convertible notes | $ 373,750 | |
Term description | Term is 12 months | |
Conversion price, description | Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. | |
Interest rate | 10.00% | |
Original issue discounts and financing costs | $ 18,750 | |
Net proceeds after original issue discounts and financing costs | $ 355,000 |
WARRANTS (Details)
WARRANTS (Details) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Life, Warrants granted | 3 years 9 months 10 days | 4 years 10 days |
Weighted Average Exercise Price Per Share | ||
Weighted Average Exercise Price Per Share, beginning balance | $ 1.50 | |
Weighted Average Exercise Price Per Share, Warrants granted | 0 | |
Weighted Average Exercise Price Per Share, ending balance | $ 1.50 | $ 1.50 |
Warrants | ||
Outstanding at beginning of period | 293,334 | |
Outstanding at ending of period | 293,334 | 293,334 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Warrants, exercise price | $ / shares | $ 1.50 |
Term of warrants | 5 years |
Intrinsic value of warrants | $ | $ 0 |
Warrants issued | shares | 146,667 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Expected dividends | $ 0 | $ 0 |
Discount rate | 2.45% | |
Minimum [Member] | ||
Discount rate | 0.04% | |
Expected life in years | 4 months 2 days | 1 month 13 days |
Stock price volatility | 978.00% | 135.00% |
Maximum [Member] | ||
Discount rate | 1.26% | |
Expected life in years | 3 years 10 months 13 days | 5 years |
Stock price volatility | 999.00% | 1456.00% |
DERIVATIVE INSTRUMENTS (Detai_2
DERIVATIVE INSTRUMENTS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE INSTRUMENTS | ||
Beginning balance | $ 5,159,248 | $ 102,361,488 |
Addition of new derivative recognized as debt discounts | 0 | 281,533 |
Addition of new derivatives recognized as loss on derivatives | 0 | 356,699 |
Settled upon conversion of debt | (84,011) | (4,978,926) |
Gain on change in fair value of the derivative | (1,870,464) | (92,861,546) |
Ending balance | $ 3,204,773 | $ 5,159,248 |
DERIVATIVE INSTRUMENTS (Detai_3
DERIVATIVE INSTRUMENTS (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DERIVATIVE INSTRUMENTS | ||
Addition of new derivatives recognized as loss on derivatives | $ 0 | $ 356,699 |
Change in value of derivative liability | (1,870,464) | (92,861,546) |
Gain/Loss on derivative | $ (1,870,464) | $ (92,504,847) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Rent expense (Monthly) | $ 75 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt conversion, converted instrument, principle amount | $ 56,438 | $ 192,201 | |
Common stock shares issued upon conversion of debt | 23,100,476 | 30,770,438 | |
Common stock, shares issued | 271,622,264 | 246,296,788 | |
Common stock authorized shares | 10,000,000,000 | 10,000,000,000 | |
Preferred Stock Shares Authorized | 2,011,000 | 2,011,000 | |
Preferred Stock A [Member] | |||
Preferred stock voting right description | each share convertible on one for one base for common stock, no voting rights | ||
Preferred stock, shares issued | 98,796 | 98,796 | |
Preferred stock, shares outstanding | 98,796 | 98,796 | |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock C [Member] | |||
Preferred stock voting right description | each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding | ||
Preferred stock, shares issued | 20 | 20 | |
Preferred stock, shares outstanding | 20 | 20 | |
Preferred Stock Shares Authorized | 1,000 | 1,000 | |
Common Stock [Member] | |||
Debt conversion, converted instrument, principle amount | $ 56,438 | ||
Common stock shares issued upon conversion of debt | 23,100,476 | ||
Common stock, shares issued | 25,325,476 | ||
Common stock authorized shares | 10,000,000,000 | ||
Stock payable | $ 11,200 | ||
Shares to be issued | 1,900,000 | ||
Shares issued for payment of accounts payable. shares | 225,000 | ||
Shares issued for payment of accounts payable, amount | $ 1,800 | ||
Common stock for stock payable, shares | 2,000,000 | ||
Common stock for stock payable, amount | $ 20,500 | ||
Preferred A-2 [Member] | |||
Preferred stock voting right description | each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights | ||
Preferred Stock Shares Authorized | 10,000 | ||
Preferred B [Member] | |||
Preferred stock voting right description | each share convertible into 10 shares of common stock and has 10 votes for any election | ||
Preferred Stock Shares Authorized | 1,000,000 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net income (loss) per common share: Basic | $ 0.01 | $ 2.10 |
Net incom (loss per common share: Diluted | $ 0 | $ 0 |
Numerator: [Member] | ||
Net income losses | $ 1,692,974 | $ 82,995,055 |
Gain on change in fair value of derivatives | (1,870,464) | (83,430,835) |
Interest on convertible debt | 17,245 | 20,883 |
Net income (loss) - diluted | $ (160,245) | $ (414,897) |
Denominator: [Member] | ||
Weighted average common shares outstanding | 254,660,918 | 39,484,185 |
Effect of dilutive shares | 801,291,914 | 466,708,361 |
Diluted | 1,055,952,832 | 506,192,546 |
Net income (loss) per common share: Basic | $ 0.01 | $ 2.10 |
Net incom (loss per common share: Diluted | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 14, 2022 | Apr. 29, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | May 10, 2022 | Apr. 22, 2022 | Apr. 01, 2022 |
Debt discount | $ 3,750 | ||||||
Debt discount | $ 36,439 | $ 51,394 | |||||
Subsequent Event [Member] | |||||||
Notes payable | $ 23,750 | $ 15,300 | $ 13,900 | $ 18,100 | $ 15,000 | ||
Conversion price per share | $ 0.0020 | $ 0.0011 | $ 0.0010 | $ 0.0013 | $ 0.0020 | ||
Principle of convertible note interest amount | $ 1,937 | ||||||
Convertible note converted Common stock shares | 12,843,750 | 13,909,091 | 13,900,000 | 13,923,077 | 7,500,000 | ||
Subsequent Event [Member] | April 29, 2022 Second | |||||||
Notes payable | $ 38,750 | ||||||
Maturity date | Apr. 29, 2023 | ||||||
Unsecured, bore interest rate | 10.00% | ||||||
Debt discount | $ 35,000 | ||||||
Subsequent Event [Member] | April 29, 2022 | |||||||
Notes payable | $ 10,350 | ||||||
Conversion price per share | $ 0.0010 | ||||||
Principle of convertible note interest amount | $ 2,187 | ||||||
Convertible note converted Common stock shares | 12,537,500 |