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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, 2023

Commission file number: 000-55797

MAPTELLIGENT, INC.

Nevada

88-0203182

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification Number)

2381 St Rose Pkwy, Suite 297

Henderson, NV 89052

(Address of principal executive offices and former company)

415-990-8141

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Number of outstanding shares of common stock as of December 27, 2023 was 792,627,447.

MAPTELLIGENT, INC.

TABLE OF CONTENTS

		PAGE

PART I FINANCIAL INFORMATION

Item 1.	Financial Statements:
	Balance Sheets – as of September 30, 2023 and December 31, 2022 (Unaudited)	3
	Statements of Operations - for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
	Statements of Stockholders’ Deficit - for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5
	Statements of Cash Flows – for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	21

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25

Table of Contents

PART I FINANCIAL INFORMATION

MAPTELLIGENT, INC.

BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	100		$	210,508
Prepaid expenses		-			1,146
Other receivables		193,042			193,042
Total current assets		193,142			404,696

Noncurrent assets
Equipment, net		39,914			48,078
Total Assets	$	233,056		$	452,774

Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	113,512		$	5,402
Accrued payroll		100,250			100,250
Accrued interest		202,053			247,858
Accrued interest - related parties		708			-
Convertible notes payable to related parties		103,200			-
Notes payable		340,000			340,000
Convertible notes payable		118,260			538,256
Derivative liability		512,035			1,756,192
Total Current Liabilities		1,490,018			2,987,958

Total Liabilities		1,490,018			2,987,958

Stockholders' Deficit
Preferred stock: 2,011,000 authorized; $0.00001 par value;
Preferred A, 1,000,000 shares designated, 98,796 shares issued and outstanding		1			1
Preferred C, 1,000 shares designated, 20 shares issued and outstanding		-			-
Common stock: 10,000,000,000 authorized; $0.00001 par value 792,627,447 and 523,559,178 shares issued and outstanding, respectively		7,927			5,236
Additional paid in capital		34,321,510			34,159,973
Accumulated deficit		(35,586,400	)		(36,700,394	)
Total Stockholders' Deficit		(1,256,962	)		(2,535,184	)
Total Liabilities and Stockholders' Deficit	$	233,056		$	452,774

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

Table of Contents

MAPTELLIGENT, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022

Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		36,322			38,247			103,470			112,130
Professional fees		33,040			37,441			109,382			143,240
Compensation and payroll taxes		69,663			84,329			229,258			243,139
Total operating expenses		139,025			160,017			442,110			498,509

Net loss from operations		(139,025	)		(160,017	)		(442,110	)		(498,509	)

Other income (expense)
Interest expense		(14,202	)		(34,556	)		(91,496	)		(187,403	)
Gain (loss) on change in fair value of derivative liability		89,803			(145,003	)		(1,102,744	)		3,446,963
Gain on settlement of debt		-			400			2,750,344			87,062
Total other income (expense)		75,601			(179,159	)		1,556,104			3,346,622

Income before income taxes		(63,424	)		(339,176	)		1,113,994			2,848,113
Provision for income taxes		-			-			-			-
Net income	$	(63,424	)	$	(339,176	)	$	1,113,994		$	2,848,113

Basic income per Common Share	$	(0.00	)	$	(0.00	)	$	0.00		$	0.01
Diluted income per Common Share	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Basic weighted average number of common shares outstanding		772,255,164			449,388,895			723,702,377			350,748,875
Diluted weighted average number of common shares outstanding		2,478,877,244			1,250,680,809			2,430,716,587			1,834,116,733

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

Table of Contents

MAPTELLIGENT, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2023 and 2022

(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, 2022		98,796	$	1		20	$	-		523,559,178	$	5,236	$	34,159,973	$	(36,700,394	)	$	(2,535,184	)

Stock issued for notes and interest conversion		-		-		-		-		229,818,269		2,298		53,603		-			55,901
Relief of derivative liability on conversion of convertible notes		-		-		-		-		-		-		97,450		-			97,450
Net income		-		-		-		-		-		-		-		(1,357,263	)		(1,357,263	)
Balance - March 31, 2023		98,796	$	1		20	$	-		753,377,447	$	7,534	$	34,311,026	$	(38,057,657	)	$	(3,739,096	)

Net income		-		-		-		-		-		-		-		2,534,681			2,534,681
Balance - June 30,2023		98,796	$	1		20	$	-		753,377,447	$	7,534	$	34,311,026	$	(35,522,976	)	$	(1,204,415	)

Stock issued for compensation - related party		-		-		-		-		39,250,000		393		10,484		-			10,877
Net loss		-		-		-		-		-		-		-		(63,424	)		(63,424	)
Balance - September 30, 2023		98,796	$	1		20	$	-		792,627,447	$	7,927	$	34,321,510	$	(35,586,400	)	$	(1,256,962	)


	Series A Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance - December 31, 2021		98,796	$	1		20	$	-		246,296,788	$	2,463	$	33,498,025	$	(38,882,494	)	$	(5,382,005	)

Stock issued for notes and interest conversion		-		-		-		-		23,100,476		231		56,207		-			56,438
Stock issued for accounts payable		-		-		-		-		225,000		2		1,798		-			1,800
Stock issued for stock payable		-		-		-		-		2,000,000		20		20,480		-			20,500
Net income		-		-		-		-		-		-		-		1,692,974			1,692,974
Balance - March 31, 2022		98,796	$	1		20	$	-		271,622,264	$	2,716	$	33,576,510	$	(37,189,520	)	$	(3,610,293	)

Stock issued for notes and interest conversion		-		-		-		-		140,264,518		1,403		149,060		-			150,463
Stock issued for stock payable		-		-		-		-		2,550,000		26		12,224		-			12,250
Net income		-		-		-		-		-		-		-		1,494,315			1,494,315
Balance - June 30,2022		98,796	$	1		20	$	-		414,436,782	$	4,145	$	33,737,794	$	(35,695,205	)	$	(1,953,265	)

Stock issued for notes and interest conversion		-		-		-		-		38,940,972		389		27,649		-			28,038
Stock issued for compensation		-		-		-		-		300,000		3		447		-			450
Net loss		-		-		-		-		-		-		-		(339,176	)		(339,176	)
Balance - September 30, 2022		98,796	$	1		20	$	-		453,677,754	$	4,537	$	33,765,890	$	(36,034,381	)	$	(2,263,953	)

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

Table of Contents

MAPTELLIGENT, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,113,994		$	2,848,113
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount		41,627			101,617
Depreciation of equipment		8,164			3,628
Common stock issued for compensation		10,877			9,100
Change in fair value of derivative liability		1,102,744			(3,446,963	)
Gain on settlement of debt		(2,750,344	)		(87,062	)
Changes in operating assets and liabilities:
Accounts payable		108,110			(4,031	)
Accrued payroll		103,200			(1,943	)
Accrued interest		49,366			84,572
Accrued interest - related parties		708			-
Prepaid expenses		1,146			(1,834	)
Net Cash used in Operating Activities		(210,408	)		(494,803	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment		-			(54,428	)
Net Cash used in Investing Activities		-			(54,428	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		-			70,000
Repayments on convertible notes payable		-			(12,000	)
Net Cash provided by Financing Activities		-			58,000

Net change in cash		(210,408	)		(491,231	)
Cash, beginning of period		210,508			966,682
Cash, end of period	$	100		$	475,451

Supplemental cash flow information
Cash paid for interest	$	-		$	1,250
Cash paid for taxes	$	-		$	-

Non-cash Investing and Financing transactions:
Conversion of notes payable and accrued interest to common stock	$	55,901		$	234,939
Common stock issued for stock payable	$	-		$	33,200
Common stock issued for payment of accounts payable	$	-		$	1,800
Derivative liability recognized as debt discounts	$	26,374		$	-
Relief of derivative liability on conversion of convertible notes	$	97,450		$	-
Convertible notes issued for wages	$	103,200		$	-

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

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MAPTELLIGENT, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS:

The Company is a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. The Company re-domiciled to the state of Nevada and changed its name to X Rail Enterprises, Inc. on November 5, 2015, at which time its primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, the Company changed its name to Las Vegas Xpress, Inc. On April 13, 2020, the Company entered into an asset purchase agreement (the “Agreement”) with an entity affiliated with the Company’s CEO, whereby the Company would acquire certain intellectual property in connection with a planned change in business to assist first responders with data access and transfer in times of crisis using geospatial technology.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation:

The accompanying unaudited interim financial statements of Maptelligent, Inc., (the “Company”) are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 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, 2022.

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.

Cash and Cash Equivalents:

The Company considers all highly liquid holdings with maturities of three months or less at the time of purchase to be cash equivalents.

Fair Value of Financial Instruments:

The Company follows ASC 820, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

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

September 30, 2023	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	512,035	$	512,035

December 31, 2022	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Liabilities	$	-	$	-	$	1,756,192	$	1,756,192

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Equipment

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

Long-Lived Assets

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

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company has early adopted the ASU and determined that there has been no material impact to the financial statements.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company used net cash in operating activities of $210,408 for the nine months ended September 30, 2023, and had an accumulated deficit of $35,586,400 and a negative working capital of $1,296,876 as of September 30, 2023. 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.

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

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

NOTE 4 - EQUIPMENT

	September 30, 2023							December 31, 2022
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Equipment	$	50,753	$	(13,534	)	$	37,219	$	50,753	$	(5,921	)	$	44,832
Software		3,675		(980	)		2,695		3,675		(429	)		3,246
Total equipment	$	54,428	$	(14,514	)	$	39,914	$	54,428	$	(6,350	)	$	48,078

Depreciation expense for the nine months ending September 30, 2023 and 2022, was $8,164 and $3,628, respectively.

NOTE 5 - NOTES PAYABLE

The Company has notes payable as follows:

	September 30,		December 31,
	2023		2022

Notes payable	$	340,000	$	340,000
		340,000		340,000
Less debt discount		-		-
Total outstanding notes payable	$	340,000	$	340,000

During the nine months ended September 30, 2023 and 2022, the Company recorded debt discount amortization of $0 and $55,292, respectively, and interest expense of $30,516 and $39,492, respectively. As of September 30, 2023 and December 31, 2022, the Company had accrued interest of $132,184 and $101,668, 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 (“Initial 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 Initial Note and recorded $25,000 as debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant (“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’s issuance date. 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. The Company 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. Any amount of Principal or Interest on the Initial Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. In October of 2022, the Initial Note was amended for payments to be made: $50,000 in October 2022, $50,000 in December 2022 and $120,000 plus all accrued interest in March 2023. As of September 30, 2023 the October 2022 scheduled payment was made, the December 2022 and March 2023 scheduled payments were not made, consequently the Note is currently in default.

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Notes payable issued in Fiscal year 2021

On February 10, 2021, the second note payable (“Second Note”), as part of the Securities Purchase Agreement entered into on the Closing Date 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. The Company 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. Any amount of Principal or Interest on the Second Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. In October of 2022, the Second Note was amended for payments to be made: $50,000 in October 2022, $50,000 in December 2022 and $120,000 plus all accrued interest in March 2023. As of September 30, 2023 the October 2022 scheduled payment was made, the December 2022 and March 2023 scheduled payments were not made and the Note is in default.

On June 1, 2023, the Securities and Exchange Commission (the “SEC”) filed an action in the United States District Court District of Massachusetts Case No. 1:23-cv-11233, against Auctus Fund Management, LLC (“Auctus Management”) and its co-owners Alfred Sollami of Brookline, Massachusetts and Louis Posner of Mansfield, Massachusetts, for failing to register as securities dealers with the SEC. Auctus Management, Sollami, and Posner allegedly bought and sold billions of newly-issued shares of microcap securities through their fund Auctus Fund, LLC (“Auctus Fund”), generating millions of dollars in profit, without registering as dealers or associating with a registered dealer, as required by the federal securities laws. Auctus Management, Sollami, and Posner allegedly purchased through Auctus Fund notes from more than 150 separate issuers and sold more than 60 billion shares of newly issued stock into the market, generating gross stock sale profits of over $100 million between 2017 and 2021 alone. We are not certain how or if the outcome of this case will affect our Company.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

The Company has convertible notes payable as follows:

	September 30,		December 31,
	2023		2022

Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year	$	18,260	$	18,260
Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018		-		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
Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022		-		50,000
Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022		-		100,000
Promissory note, dated April 29, 2022, bearing interest of 10% annually, payable on April 29, 2023		-		12,750
Promissory note, dated July 14, 2022, bearing interest of 10% annually, payable on July 14, 2023		-		39,250
Promissory note, dated August 2, 2023, bearing interest of 8.5% annually, payable on demand.		51,600		-
Promissory note, dated August 2, 2023, bearing interest of 8.5% annually, payable on demand.		51,600		-
Convertible notes before debt discount		221,460		553,509
Less debt discount		-		(15,253	)
Total outstanding convertible notes payable	$	221,460	$	538,256

During the nine months ended September 30, 2023 and 2022, the Company recognized interest expense of $19,556 and $46,331 and amortization of debt discount, included in interest expense, of $41,627 and $46,325, respectively. During the nine months ended September 30, 2023 and 2023, the Company made principal payments of $0 and $12,000. As of September 30, 2023 and December 31, 2022, the Company recorded accrued interest of $69,867 and $146,190, respectively.

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Conversion

During the nine months ended September 30, 2023, the Company converted convertible note principal of $52,000 and accrued interest of $3,901 for total debt of $55,901 into 229,818,269 shares of common stock. The corresponding derivative liabilities at the dates of conversion of $97,450, was settled through additional paid in capital.

During the nine months ended September 30, 2022, the Company converted convertible note principal of $223,750 and accrued interest of $11,189 for total debt of $234,939 into 202,305,966 shares of common stock. The derivative liability of $84,011 corresponding to the settlement of a certain convertible note, was included in gain on settlement of debt.

Settlement

During the nine months ended September 30, 2023, the Company had returned to it certain outstanding convertible notes payable pursuant to a judgment on May 2, 2023 in the case captioned SEC V. GPL Ventures et al. 21 Civ. 6814 (S.D.N.Y.) requiring GPL Ventures to surrender all unconverted convertible notes in their entirety to certain issuers identified in the judgement (Note 9), upon the surrender of the GPL Notes, such Notes were cancelled on the books and records of the Company. Based on the cancellation of these convertible notes the Company wrote off $383,249 in outstanding principal, $91,270 in accrued interest and $2,275,825 in derivative liabilities for a total of $2,750,344 included in gain on settlement of debt.

The SEC has set-up a Fair Fund. However, there is no certainty that the Company will receive a settlement sum from the Fair Fund.

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 $19,100 of notes with the following terms:

	·	Terms of 12 months due on demand.
	·	Annual interest rate of 4%.
	·	Convertible at the option of the holders at issuance.
	·	Conversion prices are typically based on the discounted (60% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price.
	·	Notes are currently in default.

Promissory Notes - Issued in fiscal year 2018

During the year ended December 31, 2018, the Company issued a total of $100,000 of notes with the following terms:

	·	Terms are 12 months.
	·	Annual interest rates of 12%.
	·	Convertible at the option of the holders at issuance.
	·	Conversion prices are typically based on the discounted (50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion.
	·	Notes are currently in default.

Promissory Notes - Issued in fiscal year 2023

During the nine months ended September 30, 2023, the Company issued a total of $103,200 of notes to two officers of the Company with the following terms:

	·	Terms are due on demand.
	·	Annual interest rates of 8.5%.
	·	Convertible at the option of the holders after 60 days of issuance.
	·	Conversion prices are typically based on the discounted (20% discount) closing price on the day of conversion.

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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 assessed its convertible notes in accordance with ASC 815 and determined the were derivative liabilities associated with the convertible notes.

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for the note that became convertible for the nine months ended September 30, 2023 amounted to $0. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2022 amounted to $305,707. $238,339 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $67,368 was recognized as a “day 1” derivative loss.

NOTE 7 - WARRANTS

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

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 - December 31, 2022		293,334	$	1.50		3.03

Granted		-		-		-
Outstanding – September 30, 2023		293,334	$	1.50		2.28

The intrinsic value of the warrants as of September 30, 2023 is $0. All of the outstanding warrants are exercisable as of September 30, 2023.

NOTE 8 - DERIVATIVE INSTRUMENTS

The Company analysed 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 September 30, 2023. 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:

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The following table summarizes the changes in the derivative liabilities:

	Nine Months Ended	Year Ended
	September 30,	December 31,
	2023	2022
Expected life in years	0.75 - 2.87 years	0.82 - 3.37 years
Stock price volatility	284% - 498%	161% - 1007 %
Discount rate	4.64% - 5.03%	0.97% - 4.25%
Expected dividends	None	None

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

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2021	$	5,159,248

Addition of new derivatives recognized as debt discounts		238,339
Addition of new derivatives recognized as loss on derivatives		67,368
Settled upon conversion of debt		(452,793	)
Gain on change in fair value of the derivative		(3,255,970	)
Balance - December 31, 2022	$	1,756,192

Addition of new derivatives recognized as debt discounts		26,374
Settled upon conversion of debt		(97,450	)
Relief on note settlement		(2,275,825	)
Loss on change in fair value of the derivative		1,102,744
Balance - September 30, 2023	$	512,035

	September 30,		September 30,
	2023		2022
Addition of new derivatives recognized as loss on derivatives	$	-	$	-
Change in fair value of the derivative		1,102,744		(3,446,963	)
	$	1,102,744	$	(3,446,963	)

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company takes the short-term 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

On July 15, 2022, the Company filed a lawsuit with the Eight Circuit District Court in Clark County, Nevada, naming Albert Koenigsberg and Geocommand, Inc. as defendants. The Company sought relief for breach of contract, breach of the covenant of good faith and fair dealing, conversion, unjust enrichment, and breach of fiduciary duty. The Company’s allegations included, among other claims, that Mr. Koenigsberg, during his prior time as an executive of the Company, utilized unauthorized funds, entered into improper agreements, and unaccounted for the Company’s finances. On or about December 30, 2022, the Company was successful in obtaining a total judgment of $57,320.94 against Geocommand solely, with interest continuing to accrue until paid in full, as follows:

	1)	The principal sum of $43,500;
	2)	Interest calculated at 6.75% on the principal amount from the date of service of the Complaint, August 11, 2022, until this judgment is paid in full, calculated at $8.05 per day, which amounts to $3,340.75 through September 30, 2023, which amount continues to accrue unless and until paid in full; and
	3)	Reasonable attorneys’ fees in the amount of $10,892.50; and
	4)	Costs of suit in the amount of $1,785.34.

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The matter as it relates to defendant Albert Koenigsberg is ongoing and is scheduled to go to trial next year. Mr. Albert Koenigsberg has passed away and the court has not yet scheduled a date against the estate of Mr. Albert Koenigsberg et al.

On August 13, 2021, the SEC filed a complaint in the United States District Court for the Southern District of New York against multiple defendants, which include GPL Ventures LLC, Alexander Dillon, and Cosmin Panait, among other parties (altogether “Defendants”). The Complaint indicates that the Defendants participated in a penny stock fraud scheme. The SEC also charged certain of the Defendants with operating as unregistered dealers and obtained emergency relief to halt their ongoing conduct. Additionally, the complaint alleges that Defendants falsely represented to their brokers that GPL Ventures was not involved in any stock promotions with respect to the shares GPL Ventures was depositing and selling into the market. Furthermore, the complaint also charges Dillon, Panait and the GPL entities with operating as unregistered dealers, and given their ongoing conduct, the SEC sought and obtained an order temporarily restraining these defendants and freezing their assets until further order of the Court. On June 12, 2023, the Company was notified by GPL that it hereby surrenders the unconverted GPL Notes in their entirety along with any other unconverted convertible notes which GPL holds in the Company. The GPL Notes are surrendered due to a judgment entered into against GPL and its related parties on May 2, 2023 in case captioned SEC v. GPL Ventures et al., 21 Civ. 6814 (S.D.N.Y.). The judgment requires GPL to surrender to the respective issuers all unconverted convertible notes in their entirety associated with certain issuers identified in an appendix to the judgment. Upon the surrender of the GPL Notes, such Notes were cancelled on the books and records of the Company. Additionally, the SEC has set-up a Fair Fund. However, there is no certainty that we will receive a settlement sum from the said Fair Fund.

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

As of the date of this Quarterly Report on Form 10-Q, except as set forth herein, management believes that there are no claims against us, which it believes will result in a material adverse effect on our business or financial condition.

NOTE 10 - EQUITY

Authorization of Common and Preferred Stock

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C (each share is not convertible and has voting rights equal to four times the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding).

Preferred A Stock

As of September 30, 2023 and December 31, 2022, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding.

Preferred C Stock

As of September 30, 2023 and December 31, 2022, 20 shares of the Company’s Preferred C Stock were issued and outstanding.

Common Stock

During the nine months ended September 30, 2023, the Company issued 269,068,269 common shares as follows:

	·	229,818,269 common shares for conversion of debt of $55,901.
	·	1,250,000 shares of common stock for a consulting agreement with a director of the company for $375.
	·	18,000,000 shares of common stock for director fees of $4,500.
	·	20,000,000 shares of common stock for compensation to two officers $6,000.

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

	·	163,364,994 shares of common stock for conversion of debt of $206,901.
	·	4,550,000 shares of common stock for stock payable of $32,750.
	·	225,000 shares of common stock for payment of accounts payable of $1,800.

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NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023		2022
Numerator:
Net income (loss)	$	(63,424	)	$	(339,176	)	$	1,113,994	$	2,848,113
(Gain) loss on change in fair value of derivatives		(89,803	)		145,003			1,102,744		(3,446,963	)
Interest on convertible debt		17,245			17,245			19,556		43,634
Net income (loss) - diluted	$	(135,982	)	$	(176,928	)	$	2,236,294	$	(555,216	)

Denominator:
Weighted average common shares outstanding		772,255,164			346,056,944			723,702,377		350,748,875
Effect of dilutive shares		1,706,622,080			801,291,914			1,707,014,210		1,483,367,858
Diluted		2,478,877,244			1,147,348,858			2,430,716,587		1,834,116,733

Net income (loss) per common share:
Basic	$	(0.00	)	$	(0.00	)	$	0.00	$	0.01
Diluted	$	(0.00	)	$	(0.00	)	$	0.00	$	(0.00	)

For the three and nine months ended September 30, 2023, the convertible instruments and warrants are anti-dilutive and therefore, have been excluded from loss per share.

NOTE 12 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2023, the Company:

Issued a total of $103,200 of notes to two officers of the Company for wages (Note 6), with the following terms:

	·	Terms are due on demand.
	·	Annual interest rates of 8.5%.
	·	Convertible at the option of the holders after 60 days of issuance.
	·	Conversion prices are typically based on the discounted (20% discount) closing price on the day of conversion.

Issued common stock as follows (Note 10):

	·	1,250,000 shares of common stock for a consulting agreement with a director of the company for $375.
	·	18,000,000 shares of common stock for director fees of $4,500.
	·	20,000,000 shares of common stock for compensation to two officers for $6,000.

NOTE 13 - SUBSEQUENT EVENTS

The Company analyzed events occurring subsequent to September 30, 2023 through the date these financial statements were issued and noted no items requiring disclosure.

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

This quarterly report on Form 10-Q and other reports filed by Maptelligent, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

The following discussion should be read in conjunction with the attached unaudited consolidated financial statements and notes thereto, and our audited consolidated financial statements and related notes for our fiscal year ended December 31, 2022 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023.

Business Overview

Maptelligent delivers easy-to-use web and mobile applications for teams to explore, enhance and collaborate on projects using data from multiple systems in a geospatial context. Maptelligent digital twin solution set provides interconnectivity, automation, and access to real-time data. We enable visibility into information and documents that your teams are managing, so that they can measure progress, understand risks and costs, and communicate seamlessly with stakeholders. Maptelligent implementing innovative technology, allowing customers to model their operations and solve today’s complex business problems. Using the latest in remote capture technology (LIDAR, Photogrammetry), building information, modeling and location intelligence delivers customized digital twin and Industry 4.0 applications. Maptelligent, Inc., provides customers a secure web application with a flexible framework on Esri’s ArcGIS Platform technology. This approach provides cost effective, customized solutions, which are tailored to our customers’ unique disparate data and operational requirements. Coupled with cloud interoperability, Maptelligent, Inc., delivers an innovative, easy-to-use web-based experience by integrating multiple operations, including asset management, building automation and control, interdisciplinary coordination, scheduling, cost estimating, and integrated construction specifications.

Digital twin technology is a critical component of Industry 4.0, the ongoing automation of traditional manufacturing and industrial practices, using modern smart technology. In simple terms, digital twin is the virtual replica of real-world objects, including physical objects, processes, relationships, and behaviors. These models of real-world objects, through the use of Maptelligent capabilities, can be implemented into common operational pictures, for unique real-time integrated understanding of your environment. Maptelligent, Inc., provides web and mobile solutions that leverage the latest in no code/low code development capability. This provides cost effective, customized solutions, which are tailored to our customers’ unique disparate data and operational requirements. Coupled with cloud interoperability, the Maptelligent, Inc., solution delivers an innovative, easy-to-use web-based experience by integrating multiple operations, including asset management, building automation and control, interdisciplinary coordination, scheduling, cost estimating, and integrated construction specifications.

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Results of Operations

The following are the results of our continuing operations for the three months ended September 30, 2023 and 2022:

	Three Months Ended
	September 30,
	2023			2022			Change			%
Revenue	$	-		$	-		$	-			-

Operating expense		139,025			160,017			(20,992	)	(13%)
Other income (expense)		75,601			(179,159	)		254,760		(142%)
Net income (loss)	$	(63,424	)	$	(339,176	)	$	275,752		(81%)

Revenue

During the three months ended September 30, 2023 and 2022, the Company did not generate any revenue.

Operating Expenses

	Three Months Ended
	September 30,
	2023		2022		Change			%

General and administrative	$	36,322	$	38,247	$	(1,925	)	(5%)
Professional fees		33,040		37,441		(4,401	)	(12%)
Compensation and payroll taxes		69,663		84,329		(14,666	)	(17%)
Total operating expenses	$	139,025	$	160,017	$	(20,992	)	(13%)

General and administrative decreased by $1,925 and professional fees decreased by $4,401 during the three months ended September 30, 2023 due to cost containment measures. Compensation and payroll taxes decreased by $14,666 during the three months ended September 30, 2023 as compared to 2022 primarily due to non-cash issuances of common stock for compensation of $6,000 and convertible notes issued for wages of $103,200 offset by refunds from state payroll taxes $15,397.

Other Income (Expense)

	Three Months Ended
	September 30,
	2023			2022			Change			%

Interest expense	$	(14,202	)	$	(34,556	)	$	20,354		(59%)
Gain on settlement of debt		-			400			(400	)	(100%)
Change in fair value of derivative liability		89,803			(145,003	)		234,806		(162%)
Total other income (expense)	$	75,601		$	(179,159	)	$	254,760		(142%)

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

The following are the results of our continuing operations for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended
	September 30,
	2023		2022		Change			%
Revenue	$	-	$	-	$	-			-
Operating expense		442,110		498,509		(56,399	)	(11%)
Other income (expense)		1,556,104		3,346,622		(1,790,518	)	(54%)
Net income (loss)	$	1,113,994	$	2,848,113	$	(1,734,119	)	(61%)

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Revenue

During the nine months ended September 30, 2023 and 2022, the Company did not generate any revenue.

Operating Expenses

	Nine Months Ended
	September 30,
	2023		2022		Change			%

General and administrative	$	103,470	$	112,130	$	(8,660	)	(8%)
Professional fee		109,382		143,240		(33,858	)	(24%)
Compensation and payroll taxes		229,258		243,139		(13,881	)	(6%)
Total operating expenses	$	442,110	$	498,509	$	(56,399	)	(11%)

Compensation and payroll taxes decreased by $13,881, during the nine months ended September 30, 2023 as compared to 2022. The decrease in compensation expense in the current period is primarily due to reduction in part-time employees’ payroll and includes non-cash issuances of common stock for compensation of $6,000 and convertible notes issued for wages of $103,200 offset by refunds from state payroll taxes $15,499. Professional fees decreased by $33,858 during the nine months ended September 30, 2023 as compared to the same period in 2022 primarily due to a decrease in consulting fees. General and administrative expenses decreased by $8,660 during the nine months ended September 30, 2023 as compared to 2022. The decrease in general and administrative expenses is primarily due to decreases in marketing expenses and other cost containment measures.

Other Income (Expense)

	Nine Months Ended
	September 30,
	2023			2022			Change			%

Interest expense	$	(91,496	)	$	(187,403	)	$	95,907		(51%)
Gain on settlement of debt		2,750,344			87,062			2,663,282		3059%
Change in fair value of derivative liability		(1,102,744	)		3,446,963			(4,549,707	)	(132%)
Total other income (expense)	$	1,556,104		$	3,346,622		$	(1,790,518	)	(54%)

The decrease in other income was primarily due to the gain on settlement of debt offset by the change in fair value of derivative liability from an accounting estimate related to the conversion feature of one convertible promissory note.

Liquidity and Capital Resources

	September 30,			December 31,
	2023			2022			Change			%
Cash	$	100		$	210,508		$	(210,408	)	(100%)

Current assets	$	193,142		$	404,696		$	(211,554	)	(52%)
Current liabilities	$	1,490,018		$	2,987,958		$	(1,497,940	)	(50%)
Working capital deficiency	$	(1,296,876	)	$	(2,583,262	)	$	1,286,386		(50%)

Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements, and otherwise operate on an ongoing basis. The Company has insufficient operating revenues so is currently dependent on debt financing and sale of equity to fund operations.

As shown in the accompanying financial statements, the Company had net income of $1,113,994 and $2,848,113 for the nine months ended September 30, 2023 and 2022, respectively. The Company also has an accumulated deficit of $35,586,400 and negative working capital of $1,296,876 as of September 30, 2023, as well as outstanding convertible notes payable of $221,460 and notes payable of $340,000.

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As of September 30, 2023, the working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $512,015 for the valuation of the discounted variable-rate conversion features on our convertible notes, accrued interest of $202,761, notes payable of $340,000 and convertible notes payable of $221,460. Our derivative accounting estimates and disclosures should be read in conjunction with critical accounting policies and Notes 6 and 8 in our financial statements, as they are disclosed elsewhere in this report.

Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

We believe that the successful growth and operation of our business is dependent upon our ability to do the following:

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

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

Cash Flows

	Nine Months Ended
	September 30,
	2023			2022			Change			%
Cash used in operating activities	$	(210,408	)	$	(494,803	)	$	284,395		(57%)
Cash used in investing activities	$	-		$	(54,428	)	$	54,428		(100%)
Cash provided by financing activities	$	-		$	58,000		$	(58,000	)	(100%)
Cash and cash equivalents on hand	$	100		$	475,451		$	(475,351	)	(100%)

Operating activities

Net cash used in operating activities for the nine months ended September 30, 2023 and 2022 was $210,408 and $494,803, respectively. During the nine months ended September 30, 2023, we generated a net income of $1,134,756, which included significant non-cash expenses of $41,627 in debt discount amortization, $8,164 in equipment depreciation, $1,102,744 in change in fair value of derivative liabilities, as well as $241,768 in changes in operating assets and liabilities, offset by a gain on settlement of debt of $2,750,344. During the nine months ended September 30, 2022, we generated a net income of $2,848,113, which included significant non-cash expenses of $101,617 in debt discount amortization, $9,100 in stock-based compensation, gain on settlement of debt of $87,062, $3,628 in equipment amortization, and gain of $3,446,963 in change in fair value of derivative liabilities, as well as $76,764 in changes in operating assets and liabilities.

Investing activities

During the nine months ended September 30, 2023, we did not have any cash flows from investing activities. During the nine months ended September 30, 2022, we purchased equipment and software for $54,428.

Financing activities

During the nine months ended September 30, 2023 we did not have any cash flows from financing activities. During the nine months ended September 30, 2022, we received proceeds of $70,000 from convertible notes, and paid $12,000 in principal on a convertible note.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or “U.S. GAAP.” The preparation of these financial statements in accordance with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, assumptions and judgments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions and the impact of such differences may be material to our financial statements.

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Critical accounting policies are those policies that, in management’s view, are most important in the portrayal of our financial condition and results of operations. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our financial statements. These critical accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Critical accounting estimates are those estimates made in accordance with U.S. GAAP that involve a significant level of estimation, uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operation. Those critical accounting policies and estimates that require the most significant judgment are discussed further below.

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.

Derivative Liability

Stock-based Compensation

The Company issues stock, options and warrants as share-based compensation to employees and non-employees.

The Company accounts for its share-based compensation to employees and non-employees in accordance ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Options and warrants issued as compensation are often subject to Black Scholes pricing, which embodies the estimates and uncertainties mentioned under ‘Derivative Liability’ above.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss 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 estimation of which is subject to uncertainties regarding the Company’s ability to successfully implement its business plan and generate sufficient revenues.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item. We do not hold any derivative instruments and do not engage in any hedging activities.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending September 30, 2023 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

	1)	The principal sum of $43,500.00;
	2)	Interest calculated at 6.75% on the principal amount from the date of service of the Complaint, August 11, 2022, until this judgment is paid in full, calculated at $8.05 per day, which amounts to $3,340.75 through September 30, 2023, which amount continues to accrue unless and until paid in full; and
	3)	Reasonable attorneys’ fees in the amount of $10,892.50; and
	4)	Costs of suit in the amount of $1,785.34.

The matter as it relates to defendant Geocommand is ongoing and is scheduled to go to trial next year. Mr. Albert Koenigsberg has passed away and the court has not yet scheduled a date against the estate of Mr. Albert Koenignsberg et al.

On August 13, 2021, the SEC filed a complaint in the United States District Court for the Southern District of New York against multiple defendants, which include GPL Ventures LLC, Alexander Dillon, and Cosmin Panait, among other parties (altogether “Defendants”). The Complaint indicates that the Defendants participated in a penny stock fraud scheme. The SEC also charged certain of the Defendants with operating as unregistered dealers, and obtained emergency relief to halt their ongoing conduct. Additionally, the complaint alleges that Defendants falsely represented to their brokers that GPL Ventures was not involved in any stock promotions with respect to the shares GPL Ventures was depositing and selling into the market. Furthermore, the complaint also charges Dillon, Panait and the GPL entities with operating as unregistered dealers, and given their ongoing conduct, the SEC sought and obtained an order temporarily restraining these defendants and freezing their assets until further order of the Court. To date, there has been no action taken on the notes with GPL Ventures and it is not known how the Court with address the matter as it relates to the Company. The only relationship is convertible notes payable that are outstanding with the Company. There has been no collection efforts on the part of GPL Ventures LLC. The Company is not a party to the legal action taken by the SEC.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company.

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

During the nine months ended September 30, 2023, the Company issued shares of its common stock as follows, pursuant to exemption from registration pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder:

	·	229,818,269 common shares for conversion of debt of $55,901.
	·	1,250,000 shares of common stock for a consulting agreement with a director of the company for $375.
	·	18,000,000 shares of common stock for director fees of $4,500.
	·	20,000,000 shares of common stock for compensation to two officers $6,000.

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Item 3. Default Upon Senior Securities

As of the date of this Quarterly Report on Form 10-Q, the Company was in default with regards to meeting its payment obligations or with technical provisions of debt agreements in the aggregate principal amount of $440,000. During the nine months ended September 30, 2023, the Company entered into default on the following debt agreements:

	·	principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. In October of 2022, the Initial Note was amended for payments to be made: $50,000 in October 2022, $50,000 in December 2022 and $120,000 plus all accrued interest in March 2023. As of September 30, 2023 the October 2022 scheduled payment was made, the December 2022 and March 2023 scheduled payments were not made.
	·	principal amount of $220,000 related to securities purchase agreement entered into on December 10, 2020, issued on February 10, 2021, for failure to pay principal and interest when due. Any amount of Principal or Interest on this Note which is not paid when due shall bear interest at the rate of the lesser of twenty-four percent (24%) per annum and the maximum amount permitted under law from the due date thereof until the same is paid. In October of 2022, the Second Note was amended for payments to be made: $50,000 in October 2022, $50,000 in December 2022 and $120,000 plus all accrued interest in March 2023. As of September 30, 2023 the October 2022 scheduled payment was made, the December 2022 and March 2023 scheduled payments were not made.

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

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

Exhibit No.		Description

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

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

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

101		Inline XBRL DOCUMENT Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

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SIGNATURES

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

Date: December 27, 2023	Maptelligent, Inc.

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

MAPTELLIGENT, INC. 10-Q