Forward-Looking Statements

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, 2021 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 31, 2022.





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.






         18

  Table of Contents



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.





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.





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.






         19

  Table of Contents




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.





Results of Operations


The following are the results of our continuing operations for the three months ended March 31, 2022 compared to the three months ended March 31, 2021:





                              Three Months Ended
                                  March 31,
                            2022             2021            Change          %
Revenue                  $         -     $          -     $           -        -

Operating expense            168,825          327,397          (158,572 )    (48 %)

Other income (expense) 1,861,799 83,322,452 (81,460,653 ) (98 %) Net income (loss) $ 1,692,974 $ 82,995,055 $ (81,302,081 ) (98 %)






Revenue



During the three months ended March 31, 2022 and 2021, the Company did not
generate any revenue.



Operating Expenses



                                        March 31,
                                   2022          2021          Change        %

General and administrative       $  40,219     $  43,588     $   (3,369 )     (8 %)
Professional fee                    53,825        36,146         17,679       49 %

Compensation and payroll taxes 74,781 247,663 (172,882 ) (70 %) Total operating expenses $ 168,825 $ 327,397 $ (158,572 ) (48 %)

Compensation and payroll taxes decreased by $172,882, or 70%, for the three months ended March 31, 2022, as compared to 2021. The decrease in compensation expense in the current period is primarily due to the decrease of stock issuances to officers and directors as non-cash compensation in stock and employees' payroll compared to 2021. Professional fees increased by $17,679, or 49%, for the three months ended March 31, 2022, as compared to the same period in 2021 primarily due to consulting and accounting fees. General and administrative expenses decreased by $3,369, or 8%, for the three months ended March 31, 2022, as compared to the same period in 2021. The decrease in general and administrative expenses is primarily due to reductions in software design costs offset by increases in marketing expenses.






         20

  Table of Contents




Other Income (Expense)



                                    Three Months Ended
                                        March 31,
                                  2022             2021            Change             %

Interest expense               $   (95,327 )   $   (108,383 )   $      13,056            (12 %)
Change in fair value of                                                                  (98
derivative liability             1,870,464       83,430,835       (81,560,371 )              %)
Gain on settlement of debt          86,662                -                 -              -
Total other income (expense)   $ 1,861,799     $ 83,322,452     $ (81,547,315 )          (98 %)



The decrease in other income was primarily due to a decrease 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





                              March 31,       December 31,
                                 2022             2021             Change          %
Cash                         $    790,965     $     966,682     $   (175,717 )    (18 %)

Current assets               $    984,007     $   1,159,724     $   (175,717 )    (15 %)

Current liabilities $ 4,594,300 $ 6,541,729 $ (1,947,429 ) (30 %) Working capital deficiency $ (3,610,293 ) $ (5,382,005 ) $ 1,771,712 (33 %)

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 $1,692,974 and $82,995,055 for the three months ended March 31, 2022 and 2021, respectively. The Company also has an accumulated deficit of $37,189,520 and negative working capital of $3,610,293 as of March 31, 2022, as well as outstanding convertible notes payable of $663,122.

As of March 31, 2022, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $3.2 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 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.






         21

  Table of Contents




Cash Flows



                                         Three Months Ended
                                              March 31,
                                         2022           2021          Change           %
Cash used in operating activities     $ (163,717 )   $ (306,027 )   $  142,310           (47 %)

Cash used in investing activities $ - $ (7,500 ) $ 7,500 (100 %) Cash provided by (used in)

                                                              (104
financing activities                  $  (12,000 )   $  328,453     $ (340,453 )             %)
Cash and cash equivalents on hand     $  790,965     $   76,498     $  714,467           934 %




Operating activities


Net cash used in operating activities for the three months ended March 31, 2022 and 2021 was $163,717 and $306,027, respectively. During the three months ended March 31, 2022, we generated a net income of $1,692,974, which included significant non-cash expenses of $65,074 in debt discount amortization, $7,200 in stock -based compensation, gain on settlement of debt of $86,662, and gain of $1,870,464 in change in fair value of derivative liabilities, as well as $28,161 in changes in operating assets and liabilities. During the three months ended March 31, 2021, we incurred a net income of $82,995,055 and the net income included significant non-cash income of $83,430,835 in change in fair value of derivative liabilities, debt discount amortization of $75,783, and change in net working capital of $53,970.





Investing activities


During the three months ended March 31, 2022, we did not have any cash flows from investing activities.

During the three months ended March 31, 2021, net cash used in investing activities was from an increase in due from related party.





Financing activities


During the three months ended March 31, 2022, we paid $12,000 in principal on a convertible note.

Net cash provided by financing activities for the three months ended March 31, 2021 was $328,453, which consisted of $150,000 in proceeds from convertible notes payable, $195,000 in proceeds from notes payable, and amounts paid for debt settlement.

© Edgar Online, source Glimpses