You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Annual Report. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the section entitled "Cautionary Statement regarding Forward-Looking Statements" and elsewhere in this Annual Report. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Management's Discussion and Analysis

The Company has had limited revenues from operations in each of the last two fiscal years, and in the current fiscal year.





Business Overview


We are a Nevada corporation, originally formed as a Utah corporation under the name State Cycle, Inc. on August 7, 1974. We moved the corporation to the state of Nevada and changed our name to X Rail Enterprises, Inc. on November 5, 2015, at which time our primary business changed from mining to rail transportation, passenger excursions, rail car construction and rail related operations and services. Effective November 4, 2017, we changed our name to Las Vegas Xpress, Inc. On October 9, 2020 and pursuant to approval from FINRA, the Company effected a 4000-to-1 reverse stock split, changed its name to Maptelligent, and obtained the new ticker symbol "MAPT."

We are on a mission to enhance physical security of structures where large gatherings of people can be found such as, schools, universities, hospitals, sports venues, shopping malls, corporate campuses, etc. We enhance the ability to provide a safer environment through the use of geospatial technology by presenting a building footprint, floorplan and associated attributes on a map for property stakeholders and first responders to access during emergency incidents. Our goal is to transform how data and information are accessed by those who need it most during a time of crisis, namely first responders. We provide a geographic platform for first responders to access site specific information enhancing situational awareness while en route and upon arrival to an incident scene. This ability to access pertinent information shortens the time it takes for tactical action thereby mitigating additional life and property threat exposure. Our geocentric system serves as a common operating picture for all stakeholders involved in maintaining and protecting physical structures and venues. Through potential partnerships with industry leaders in physical security technology, our solutions act as the data integration platform for visualizing information produced by partner's technologies.

Once our software is completed, our customers will begin their solution journey by uploading a building floor plan via a PDF file to a hosted solution in the cloud. This low-touch and low-cost solution allows users to quickly share site specific details with public safety. Our customers seeking to share additional relevant information and data are able to use our content management cloud services making it accessible anywhere on any device with permission. We plan to offer a suite of maps and applications providing customers the ability to maintain and manage data in a mobile environment for public safety to create incident pre-plans associated with the building floor plan and for building engineers to manage maintenance schedules for critical elements of a building such as alarm panels, pull stations and fire extinguishers. We plan to provide for our customers the ability to build high fidelity floor plans, safety assessments, and system integration services making the whole system complete and comprehensive.






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Results of Operations



The following are the results of our continuing operations for the year ended December 31, 2021, compared to the year ended December 31, 2020:





                                   Years Ended
                                  December 31,
                             2021              2020             Change            %
Revenue                  $          -     $            -     $           -           -
Operating expense           1,196,811          1,918,117          (721,306 )     (38%)
Other income (expense)     91,959,692       (104,330,703 )     196,290,395      (188%)
Net income (loss)        $ 90,762,881     $ (106,248,820 )   $ 197,011,701      (185%)




Revenue



During the year ended December 31, 2021 and 2020, the Company did not generate
any revenue.



Operating Expenses



                                         Years Ended
                                        December 31,
                                    2021            2020            Change          %
General and administrative       $   386,504     $   118,356     $    268,148        227 %
Professional fees                    130,434          48,698           81,736        168 %

Compensation and payroll taxes 679,873 1,751,063 (1,071,190 ) (61%) Total operating expenses $ 1,196,811 $ 1,918,117 $ (721,306 ) (38%)

Compensation and payroll taxes decreased by $1,071,190, or 61%, during the year ended December 31, 2021, as compared to 2020. The decrease in compensation expense in the current year is primarily due to the decrease of stock issuances to officers and directors as non-cash compensation in stock and employees' payroll compared to 2020. Professional fees increased by $81,736, or 168%, during the year ended December 31, 2021, as compared to the same period in 2020 primarily due to legal and accounting fees. General and administrative expenses increased by $268,148, or 227%, during the year ended December 31, 2021, as compared to 2020. The increase in general and administrative expenses is primarily due to increases in marketing and software expenses.





Other Income (Expense)



                                        Years Ended
                                       December 31,
                                  2021              2020             Change             %

Interest expense              $   (546,062 )   $     (150,024 )   $    (396,038 )         264 %
Change in fair value of                                                                  (189
derivative liability            92,504,847       (104,180,679 )     196,685,526               %)
Gain on settlement of debt             907                  -               907             -
Total other income                                                                       (188
(expense)                     $ 91,959,692     $ (104,330,703 )   $ 196,290,395               %)





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

Liquidity and Capital Resources





                             December 31,       December 31,
                                 2021               2020             Change           %
Current assets               $   1,159,724     $      247,114     $     912,610        369 %

Current liabilities $ 6,541,729 $ 106,182,388 $ (99,640,659 ) (94%) Working capital deficiency $ (5,382,005 ) $ (105,935,274 ) $ 100,553,269 (95%)

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 has net income of $90,762,881 and net loss of $106,248,820 for the years ended December 31, 2021 and 2020, respectively. The Company also has an accumulated deficit of $38,882,494 and negative working capital of $5,382,005 as of December 31, 2021, as well as outstanding convertible notes payable of $692,433.

As of December 31, 2021, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $5.2 million, for the valuation of the discounted variable-rate conversion features on our convertible notes. Our derivative accounting estimates and disclosures should be read in conjunction with critical accounting policies and Notes 5 and 7 in our financial statements, as they are disclosed elsewhere in this Annual Report.

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

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

• obtain adequate sources of debt or equity financing to pay unfunded operating

expenses and fund long-term business operations; and • manage or control working capital requirements by controlling operating


    expenses.



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





Cash Flows



                                           Years Ended
                                           December 31,
                                       2021            2020          Change            %
Cash used in operating activities   $  (900,934 )   $ (670,678 )   $  (230,256 )           34 %
Cash used in investing activities   $    (7,500 )   $  (21,900 )   $    14,400            (66 %)
Cash provided by financing
activities                          $ 1,813,544     $  754,150     $ 1,059,394            140 %

Cash and cash equivalents on hand $ 966,682 $ 61,572 $ 905,110 1,470 %







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Operating activities


Net cash used in operating activities for the year ended December 31, 2021, and 2020 was $900,934 and $670,678, respectively. During the year ended December 31, 2021, we generated a net income of $90,762,881, which included significant non-cash expenses of $430,868 in debt discount amortization, $253,183 in stock issued for compensation, gain on settlement of debt of $907, and gain of $92,504,847 in change in fair value of derivative liabilities, as well as $157,888 in changes in operating assets and liabilities. During the year ended December 31, 2020, we incurred a net loss of $106,248,820, which included significant non-cash expenses of $20,447 in debt discount amortization, $960,000 in stock issued for compensation, and loss of $104,180,679 in change in fair value of derivative liabilities, as well as $417,016 in changes in operating assets and liabilities.





Investing activities



During the year ended December 31, 2021, the Company lent $7,500 to related parties.

During the year ended December 31, 2020, the Company lent $36,000 to related parties and $14,100 was paid back from related parties.





Financing activities


Net cash provided by financing activities for the year ended December 31, 2021 was $ 1,813,544, which consisted of $455,000 in proceeds from convertible notes payable, $1,247,950 from proceeds from issuance of common stock, $195,000 in proceeds from notes payable and ($84,406) in payment to settle debt. Net cash provided by financing activities for the year ended December 31, 2020 was $754,150, which consisted of $100,000 in proceeds from convertible notes payable, $467,900 from proceeds from issuance of common stock, $230,000 in proceeds from notes payable and repayments of notes payable of $43,750.





Critical Accounting Policies


Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates, judgments and assumptions that affect the amounts reported in our financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:





  · Use of Estimates
  · Derivative liability
  · Stock-based Compensation
  · Income Taxes



While our estimates and assumptions are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company's significant accounting policies, refer to Note 2 of Notes to the Financial Statements.





Use of Estimates



The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future.





Derivative Liability



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






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Stock-based Compensation


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

The Company accounts for its share-based compensation to employees and non-employees in accordance ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.





Income Taxes


Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

Off-Balance Sheet Arrangements

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

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