Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | MAPTELLIGENT, INC. | |
Entity Central Index Key | 0001697935 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 204,146,788 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55797 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 88-0203182 | |
Entity Address Address Line 1 | 2381 St Rose Pkwy | |
Entity Address Address Line 2 | Suite 297 | |
Entity Address City Or Town | Henderson | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89052 | |
City Area Code | 415 | |
Local Phone Number | 990-8141 | |
Entity Interactive Data Current | Yes |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 659,642 | $ 61,572 |
Note receivable - related party | 152,042 | 152,042 |
Due from related party | 41,000 | 33,500 |
Total current assets | 852,684 | 247,114 |
Total Assets | 852,684 | 247,114 |
Current Liabilities | ||
Accounts payable | 3,858 | 18,949 |
Accrued payroll | 106,415 | 272,301 |
Accrued interest | 121,228 | 1,213,264 |
Notes payable, net of debt discount | 355,436 | 109,355 |
Convertible notes payable, net of debt discount | 496,322 | 229,438 |
Derivative liability | 6,578,237 | 102,361,488 |
Debt to be settled | 0 | 1,958,593 |
Common stock payable | 26,850 | 19,000 |
Total Current Liabilities | 7,688,346 | 106,182,388 |
Total Liabilities | 7,688,346 | 106,182,388 |
Stockholders' Deficit | ||
Common stock: 10,000,000,000 authorized; $0.00001 par value 204,146,788 and 23,712,522 shares issued and outstanding, respectively | 2,041 | 237 |
Additional paid in capital | 33,071,797 | 23,709,863 |
Accumulated deficit | (39,909,501) | (129,645,375) |
Total Stockholders' Deficit | (6,835,662) | (105,935,274) |
Total Liabilities and Stockholders' Deficit | 852,684 | 247,114 |
Preferred Stock A [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | 1 | 1 |
Preferred Stock C [Member] | ||
Stockholders' Deficit | ||
Preferred stock value | $ 0 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 204,146,788 | 23,712,522 |
Common stock, shares outstanding | 204,146,788 | 23,712,522 |
Preferred stock, shares authorized | 2,011,000 | 2,011,000 |
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred Stock A [Member] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 98,796 | 98,796 |
Preferred stock, shares outstanding | 98,796 | 98,796 |
Preferred Stock C [Member] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 20 | 20 |
Preferred stock, shares outstanding | 20 | 20 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses | ||||
General and administrative | 154,118 | 25,455 | 293,696 | 45,593 |
Professional fees | 11,433 | 17,900 | 70,339 | 18,500 |
Compensation and payroll taxes | 96,925 | 506,473 | 576,603 | 620,723 |
Total operating expenses | 262,476 | 549,828 | 940,638 | 684,816 |
Net loss from operations | (262,476) | (549,828) | (940,638) | (684,816) |
Other income (expense) | ||||
Interest expense | (166,427) | (13,151) | (410,253) | (41,815) |
Change in fair value of derivative liability | (262,264) | 624,859 | 91,085,858 | (57,297) |
Gain on settlement of debt | 907 | 0 | 907 | 0 |
Total other income (expense) | (427,784) | 611,708 | 90,676,512 | (99,112) |
Income (loss) before income taxes | (690,260) | 61,880 | 89,735,874 | (783,928) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) | $ (690,260) | $ 61,880 | $ 89,735,874 | $ (783,928) |
Basic income (loss) per Common Share | $ 0 | $ 0.03 | $ 0.93 | $ (0.76) |
Diluted income (loss) per Common Share | $ 0 | $ (0.22) | $ 0 | $ (0.76) |
Basic weighted average number of common shares outstanding | 166,505,444 | 1,893,107 | 96,412,168 | 1,025,682 |
Diluted weighted average number of common shares outstanding | 166,505,444 | 2,498,115 | 620,579,641 | 1,025,682 |
STATEMENTS OF STOCKHOLDERS DEFI
STATEMENTS OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Series A, Preferred Stock [Member] | Series C, Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2019 | 98,796 | 4 | 879,741 | |||
Balance, amount at Dec. 31, 2019 | $ (3,763,665) | $ 1 | $ 0 | $ 9 | $ 19,632,880 | $ (23,396,555) |
Net loss | (107,369) | $ 0 | $ 0 | $ 0 | 0 | (107,369) |
Balance, shares at Mar. 31, 2020 | 98,796 | 4 | 879,741 | |||
Balance, amount at Mar. 31, 2020 | (3,871,034) | $ 1 | $ 0 | $ 9 | 19,632,880 | (23,503,924) |
Balance, shares at Dec. 31, 2019 | 98,796 | 4 | 879,741 | |||
Balance, amount at Dec. 31, 2019 | (3,763,665) | $ 1 | $ 0 | $ 9 | 19,632,880 | (23,396,555) |
Net loss | (783,928) | |||||
Balance, shares at Sep. 30, 2020 | 98,796 | 4 | 1,392,422 | |||
Balance, amount at Sep. 30, 2020 | (4,306,071) | $ 1 | $ 0 | $ 14 | 19,874,397 | (24,180,483) |
Balance, shares at Mar. 31, 2020 | 98,796 | 4 | 879,741 | |||
Balance, amount at Mar. 31, 2020 | (3,871,034) | $ 1 | $ 0 | $ 9 | 19,632,880 | (23,503,924) |
Net loss | (738,439) | 0 | 0 | $ 0 | 0 | (738,439) |
Stock issued for interest conversion, shares | 26,291 | |||||
Stock issued for interest conversion, amount | 3,155 | $ 0 | $ 0 | $ 0 | 3,155 | 0 |
Balance, shares at Jun. 30, 2020 | 98,796 | 4 | 906,032 | |||
Balance, amount at Jun. 30, 2020 | (4,606,318) | $ 1 | $ 0 | $ 9 | 19,636,035 | (24,242,363) |
Net loss | 61,880 | 0 | 0 | $ 0 | 0 | 61,880 |
Stock issued for notes and interest conversion, shares | 111,390 | |||||
Stock issued for notes and interest conversion, amount | 13,367 | 0 | 0 | $ 1 | 13,366 | 0 |
Stock issued for compensation, shares | 375,000 | |||||
Stock issued for compensation, amount | 225,000 | $ 0 | $ 0 | $ 4 | 224,996 | 0 |
Balance, shares at Sep. 30, 2020 | 98,796 | 4 | 1,392,422 | |||
Balance, amount at Sep. 30, 2020 | (4,306,071) | $ 1 | $ 0 | $ 14 | 19,874,397 | (24,180,483) |
Balance, shares at Dec. 31, 2020 | 98,796 | 20 | 23,712,522 | |||
Balance, amount at Dec. 31, 2020 | (105,935,274) | $ 1 | $ 0 | $ 237 | 23,709,863 | (129,645,375) |
Net loss | 82,995,055 | 0 | 0 | $ 0 | 0 | 82,995,055 |
Stock issued for notes and interest conversion, shares | 30,770,438 | |||||
Stock issued for notes and interest conversion, amount | 4,342,611 | 0 | 0 | $ 308 | 4,342,303 | 0 |
Stock issued for stock payable, shares | 43,425 | |||||
Stock issued for stock payable, amount | 19,000 | 0 | 0 | $ 0 | 19,000 | 0 |
Stock issued for settlement of debt - related party, shares | 1,281,787 | |||||
Stock issued for settlement of debt - related party, amount | 1,873,740 | $ 0 | $ 0 | $ 13 | 1,873,727 | 0 |
Balance, shares at Mar. 31, 2021 | 98,796 | 20 | 55,808,172 | |||
Balance, amount at Mar. 31, 2021 | (16,704,868) | $ 1 | $ 0 | $ 558 | 29,944,893 | (46,650,320) |
Balance, shares at Dec. 31, 2020 | 98,796 | 20 | 23,712,522 | |||
Balance, amount at Dec. 31, 2020 | (105,935,274) | $ 1 | $ 0 | $ 237 | 23,709,863 | (129,645,375) |
Net loss | 89,735,874 | |||||
Balance, shares at Sep. 30, 2021 | 98,796 | 20 | 204,146,788 | |||
Balance, amount at Sep. 30, 2021 | (6,835,662) | $ 1 | $ 0 | $ 2,041 | 33,071,797 | (39,909,501) |
Balance, shares at Mar. 31, 2021 | 98,796 | 20 | 55,808,172 | |||
Balance, amount at Mar. 31, 2021 | (16,704,868) | $ 1 | $ 0 | $ 558 | 29,944,893 | (46,650,320) |
Net loss | 7,431,079 | 0 | 0 | $ 0 | 0 | 7,431,079 |
Stock issued for notes and interest conversion, shares | 26,601,882 | |||||
Stock issued for notes and interest conversion, amount | 1,695,608 | 0 | 0 | $ 266 | 1,695,342 | 0 |
Stock issued for compensation, shares | 1,000,000 | |||||
Stock issued for compensation, amount | 12,000 | 0 | 0 | $ 10 | 11,990 | 0 |
Stock issued for cash, shares | 48,400,000 | |||||
Stock issued for cash, amount | 459,000 | 0 | 0 | $ 484 | 458,516 | 0 |
Stock issued for compensation - related party, shares | 11,166,667 | |||||
Stock issued for compensation - related party, amount | 111,667 | 0 | 0 | $ 112 | 111,555 | 0 |
Settlement of debt - related party, amount | 173,299 | $ 0 | $ 0 | $ 0 | 173,299 | 0 |
Balance, shares at Jun. 30, 2021 | 98,796 | 20 | 142,976,721 | |||
Balance, amount at Jun. 30, 2021 | (6,822,215) | $ 1 | $ 0 | $ 1,430 | 32,395,595 | (39,219,241) |
Net loss | (690,260) | 0 | 0 | $ 0 | 0 | (690,260) |
Stock issued for notes and interest conversion, shares | 15,000,000 | |||||
Stock issued for notes and interest conversion, amount | 178,500 | 0 | 0 | $ 150 | 178,350 | 0 |
Stock issued for compensation, shares | 3,553,400 | |||||
Stock issued for compensation, amount | 71,700 | 0 | 0 | $ 35 | 71,665 | 0 |
Stock issued for cash, shares | 42,500,000 | |||||
Stock issued for cash, amount | 425,000 | 0 | 0 | $ 425 | 424,575 | 0 |
Stock issued for compensation - related party, shares | 116,667 | |||||
Stock issued for compensation - related party, amount | 1,166 | 0 | 0 | $ 1 | 1,165 | 0 |
Settlement of debt - related party, amount | 447 | $ 0 | $ 0 | $ 0 | 447 | 0 |
Balance, shares at Sep. 30, 2021 | 98,796 | 20 | 204,146,788 | |||
Balance, amount at Sep. 30, 2021 | $ (6,835,662) | $ 1 | $ 0 | $ 2,041 | $ 33,071,797 | $ (39,909,501) |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 89,735,874 | $ (783,928) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of debt discount | 325,485 | 0 |
Common stock issued for compensation | 196,533 | 225,000 |
Change in fair value of derivative liability | (91,085,858) | 57,297 |
Gain on settlement of debt | (907) | 0 |
Changes in operating assets and liabilities: | ||
Accounts payable | (14,182) | 190,668 |
Accrued payroll | 7,413 | 0 |
Accrued interest | 84,768 | 0 |
Accrued expenses - related parties | 0 | 30,386 |
Accounts receivable | 0 | (15,000) |
Stock payable | 26,850 | 0 |
Net Cash used in Operating Activities | (724,024) | (295,577) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Due from related party | (7,500) | 0 |
Net Cash used in Investing Activities | (7,500) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 884,000 | 0 |
Proceeds from convertible notes payable | 335,000 | 0 |
Repayment of debt to be settled | (84,406) | 0 |
Proceeds from notes payable | 195,000 | 309,429 |
Net Cash provided by Financing Activities | 1,329,594 | 309,429 |
Net change in cash | 598,070 | 13,852 |
Cash, beginning of period | 61,572 | 0 |
Cash, end of period | 659,642 | 13,852 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Non-cash Investing and Financing transactions: | ||
Conversion of notes payable and accrued interest to common stock | 6,216,719 | 16,522 |
Common stock issued for stock payable | 19,000 | 0 |
Derivative liability recognized as debt discounts | 281,533 | 0 |
Settlement of debt - related party | 173,746 | 0 |
Stock issued for settlement of related party debt | $ 1,873,740 | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2021 | |
DESCRIPTION OF BUSINESS | |
NOTE 1 - DESCRIPTION OF BUSINESS: | NOTE 1 - DESCRIPTION OF BUSINESS: The Company is a Nevada corporation, originally formed as a corporation within the State of Utah 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 with an entity affiliated with the Company’s CEO, whereby the Company would acquire certain intellectual property in connection with a planned change in business to assist first responders with data access and transfer in times of crisis using geospatial technology. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Financial Statement Presentation: The accompanying unaudited interim financial statements of Maptelligent, Inc., (the “Company”) are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020. Risks and Uncertainties: The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. Fair Value of Financial Instruments: The Company adopted ASC 820, “ Fair Value Measurements” The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; 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 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 uses a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. COVID-19 A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the nine months ended September 30, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. Even after the pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic recession or depression that has occurred as a result of the pandemic. Therefore, the Company cannot reasonably estimate the impact at this time. The Company continues to actively monitor the pandemic and may determine to take further actions that alter its business operations as may be required by federal, state, or local authorities or that it determines are in the best interests of its employees, customers, vendors, and shareholders. The Company is not may |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
GOING CONCERN | |
NOTE 3 - GOING CONCERN: | NOTE 3 – GOING CONCERN: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $39,909,501 and a negative working capital of $6,835,662 as of September 30, 2021. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern. While we expect the impacts of COVID-19 may have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time. Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
NOTES PAYABLE | |
NOTE 4 - NOTES PAYABLE | NOTE 4 - NOTES PAYABLE On December 10, 2020 (the “Closing Date”), the Company entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company purchased two promissory notes, each with a principal amount of $220,000, for a total principal amount of $440,000. The first Note was issued by the Company on the Closing Date and second Note was issued in February 2021. The Initial Note has an interest rate of 12% per annum and a maturity date of June 10, 2022. The Company received $195,000 from the first Note and recorded $25,000 as a debt discount. In addition to the Initial Note, on the Closing Date, the Company issued a warrant to acquire 146,667 shares of Common Stock at an exercise price of $1.50 per share. In February 2021, the Company also issued a warrant to acquire146,667 shares of common stock as exercise price of $1.50. The warrant contains a cashless exercise provision and expired on the fifth anniversary of the warrant. The Company identified conversion features embedded within warrants issued during the period ended September 30, 2021. The Company has determined that the conversion feature of the Warrants represents an embedded derivative since the conversion price includes a reset provision which could cause adjustments upon conversion. We accounted for the issuance of the Warrants as a derivative and recorded derivative liability of $92,400 and $31,533 as debt discount during the nine months ended September 30, 2021 and year ended December 31, 2020, respectively. On February 10, 2021, the Company received $195,000 from the second Note and recorded $25,000 as a debt discount. During the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $36,599 and $0 and amortization of discount of $82,614 and $0, respectively. As of September 30, 2021 and December 31, 2020, the Company had notes payable of $440,000 and $220,000, accrued interest of $38,190 and $1,591, and unamortized discount of $84,564 and $110,645, respectively. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE | |
NOTE 5 - CONVERTIBLE NOTES PAYABLE | NOTE 5 - CONVERTIBLE NOTES PAYABLE As of September 30, 2021 and December 31, 2020, the Company has convertible notes payable as follows: September 30, December 31, 2021 2020 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year $ 18,260 $ 18,260 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 12,000 12,000 Promissory note, dated November 27, 2017 bearing interest of 12% annually, payable within a year - 17,116 Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018 - 39,591 Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 33,249 37,529 Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019 50,000 50,000 Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019 50,000 50,000 Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021 200,000 100,000 Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 50,000 - Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022 100,000 - Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022 53,750 - Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022 38,750 - Convertible notes before debt discount 606,009 324,496 Less debt discount (109,687 ) (95,058 ) Total outstanding convertible notes payable $ 496,322 $ 229,438 During the nine months ended September 30, 2021 and 2020, the Company recognized interest expense of $48,169 and $27,951 and amortization of discount, included in interest expense, of $242,871 and $0, respectively. As of September 30, 2021 and December 31, 2020, the Company recorded accrued interest of $83,037 and $1,213,264, respectively. Conversion During the nine months ended September 30, 2021, the Company converted convertible note principal and accrued interest of $1,237,791 into 72,372,320 shares of common stock. The corresponding derivative liability at the date of conversion of $4,978,928, was settled through additional paid in capital. The Company has entered into various convertible notes with variable conversion rates that create derivative liabilities. A description of outstanding convertible notes payable is as follows: Promissory Notes - Issued in fiscal year 2017 During the year ended December 31, 2017, the Company issued a total of $265,900 of notes with the following terms: • Terms ranging from 9 months to 12 months. Certain note is due on demand. • Annual interest rates of 4% - 12%. • Convertible at the option of the holders at issuance. • Conversion prices are typically based on the discounted (35% - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price • Certain notes are currently in default. Default interest rates are 24%. Promissory Notes - Issued in fiscal year 2018 During the year ended December 31, 2018, the Company issued a total of $325,000 of notes with the following terms: • Terms ranging from 6 months to 12 months. • Annual interest rates of 8% - 12%. • Convertible at the option of the holders at issuance. • Conversion prices are typically based on the discounted (25% - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001. • Notes are currently in default. Default interest rates are 24%. Promissory Notes - Issued in fiscal year 2020 During the year ended December 31, 2020, the Company issued a note of $100,000 with the following terms: • Term is 12 months (due on November 23, 2021). • Annual interest rate of 10%. • Convertible at the option of the holders at issuance. • Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days During the nine months ended September 30, 2021, the Company issued an additional tranche of $100,000. Promissory Notes - Issued in fiscal year 2021 During the nine months ended September 30, 2021, the Company issued a total of $242,500 in notes with the following terms: • Term is 12 months. • Annual interest rate of 10%. • Convertible at the option of the holders at issuance. • Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. The notes include original issue discounts and financing costs totaling to $7,500 and the Company received cash of $235,000. Derivative liabilities The Company determined that the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company bifurcates the embedded conversion option in the note once the note becomes convertible and accounts for it as a derivative liability. The fair value of the warrants was recorded as a debt discount being amortized to interest expense over the term of the note. The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the nine months ended September 30, 2021 amounted to $606,699. $250,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $356,699 was recognized as a “day 1” derivative loss. The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the notes and warrants that became convertible for the year ended December 31, 2020 amounted to $1,596,647. $100,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,496,647 was recognized as a “day 1” derivative loss. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
NOTE 6 - WARRANTS | NOTE 6 - WARRANTS During the nine months ended September 30, 2021, the Company issued 146,667 warrants with an exercise price of $1.50 per common share, for a period of 5 years. The Company determined that the warrants qualify for derivative accounting as a result of the reset feature, which led to no explicit limit to the number of shares to be delivered upon future settlement of the conversion options. The following summarizes the Company’s warrant activity during the nine months ended September 30, 2021: Weighted average Weighted average Warrants exercise price remaining life (Year) Outstanding - December 31, 2020 146,667 $ 1.50 4.95 Granted 146,667 1.50 5.00 Exercised - - - Cancelled - - - Outstanding – September 30, 2021 293,334 $ 1.50 4.28 The intrinsic value of the warrants as of September 30, 2021 is $0. All of the outstanding warrants are exercisable as of September 30, 2021. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2021 | |
DERIVATIVE INSTRUMENTS | |
NOTE 7 - DERIVATIVE INSTRUMENTS | NOTE 7 - DERIVATIVE INSTRUMENTS The Company analyzed the conversion options in its convertible notes and warrants for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined that the instrument should be classified as a liability since the discounted variable-rate conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, expected time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. During the nine months ended September 30, 2021 and the year ended December 31, 2020, the estimated fair values of the liabilities measured on a recurring basis are as follows: Nine months ended Year ended September 30, December 31, 2021 2020 Expected life in years 0.15 - 5 years 0.90 - 5 years Stock price volatility 133% - 1,456 % 895% - 1,444 % Discount rate 0.04% - 0.98% 0.10% - 0.39% Expected dividends None None The following table summarizes the changes in the derivative liabilities during the nine months ended September 30, 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 102,361,488 Addition of new derivatives recognized as debt discounts 281,533 Addition of new derivatives recognized as loss on derivatives 356,699 Settled upon conversion of debt (4,978,926 ) Gain on change in fair value of the derivative (91,442,557 ) Balance - September 30, 2021 $ 6,578,237 The following table summarizes the aggregate (gain) loss on derivatives during the nine months ended September 30, 2021 and 2020: Nine months ended September 30, 2021 2020 Addition of new derivatives recognized as loss on derivatives $ 356,699 $ - Change in fair value of the derivative (91,442,557 ) (57,297 ) $ (91,085,858 ) $ (57,297 ) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 8 - COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company takes exemption from ASC 842, “Leases,” as it rents an office at 2831 St. Rose Pkwy, Henderson, Nevada on month to month basis for $75 a month. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
EQUITY | |
NOTE 9 - EQUITY | NOTE 9 - EQUITY Authorization of Common and Preferred Stock The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 (each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share convertible into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C (each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding). Preferred A Stock As of September 30, 2021 and December 31, 2020, 98,796 shares of the Company’s Preferred A Stock were issued and outstanding. Preferred C Stock As of September 30, 2021 and December 31, 2020, 20 shares of the Company’s Preferred C Stock were issued and outstanding. Common Stock During the nine months ended September 30, 2021, the Company issued 180,434,266 common shares as follows; • 72,372,320 shares of common stock for conversion of debt of $6,216,719. • 1,281,787 shares of common stock for settlement of debt of $1,873,740. • 43,425 shares of common stock for stock payable of $19,000. • 90,900,000 shares of common stock for cash of $884,000 • 11,283,334 shares of common stock to related parties for compensation valued at $112,833. • 4,553,400 shares of common stock for consulting service valued at $83,700. Stock payable As of September 30, 2021, the Company recorded stock payable of $26,850 which is 1,800,000 shares to be issued. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2021 | |
RELATED-PARTY TRANSACTIONS | |
NOTE 10 - RELATED-PARTY TRANSACTIONS | NOTE 10 - RELATED-PARTY TRANSACTIONS Note receivable During the year ended December 31, 2020, the Company issued 4,835,420 shares of common stock for $716,242, of which the Company received cash of $467,900 and a promissory note receivable from a former officer of $248,342. During the year ended December 31, 2020, $11,600 was transferred to the Company, $78,479 was used for payments of operating expenses, and $6,221 was used to settle debt with former related parties. As of September 30, 2021 and December 31, 2020, the Company reported the remaining balance as a note receivable of $152,042, which is due on demand and bears no interest. Due from related party During the nine months ended September 30, 2021, the Company lent $7,500. The loan was to a former executive for an obligation said executive had on behalf of a former company. As of September 30, 2021 and 2020, the Company had due from related party of $41,000 and $33,500, respectively. Due from related party is non-bearing interest and due on demand. Employment agreement As of December 31, 2020, the Company reported accrued salary of $1,289,801 to our former CEO, CFO and a spouse of CEO which was reclassified to debt to be settled (Note 11). During the nine months ended September 30, 2021, accrued salary was fully settled. Debt forgiveness During the nine months ended September 30, 2021, accrued salaries for former management were forgiven and the Company recorded $173,299 as additional paid in capital. |
DEBT TO BE SETTELED
DEBT TO BE SETTELED | 9 Months Ended |
Sep. 30, 2021 | |
DEBT TO BE SETTELED | |
NOTE 11 - DEBT TO BE SETTELED | NOTE 11 – DEBT TO BE SETTLED On January 8, 2021, the Company entered into a Mutual Agreement and General Release of All Claims (the “Agreement”) with United Rail, a Nevada corporation (“United Rail”), Michael Barron, Allegheny Nevada Holdings Corp., a Nevada corporation (“Allegheny”), Dianne David, Wanda Witoslawski and Barron Partners, a Nevada corporation (“Barron Partners,” and together with United Rail, Barron, Allegheny, David and Witoslawski, the “Releasors”). On April 13, 2020, the Company, under its former name, Las Vegas Xpress, Inc., entered into an Asset Purchase Agreement with GEOcommand, Inc. (“GEOcommand”) to acquire certain assets of GEOcommand (the “APA”). The APA included the certain existing debt of GEOcommand owed to each of the Releasors. Under the Agreement, United Rail and Barron agreed to assume the Company debt owed to certain vendors in the amount of $60,755, as listed on Schedule A of the Agreement (the “Vendor Debt”). Additionally, the Company agrees to pay an amount equal to $182,149 (the “Settlement Payment”) to settle certain notes payable in an amount equal to $531,772 owed certain of the Releasors (the “Releasing Debt”). Half of the Settlement Payment, amount equal to $91,075, less a $6,221 past due payment that Barron Partners owes the Company, will be paid in the form of cash (the “Cash Payment”). A quarter of the Cash Payment will be paid on the closing date of the Agreement (the “Closing Date”), with the remaining $68,306 of the Cash Payment to be paid 120 days following the Closing Date. The second half of the Settlement Agreement will be in the form of the Company’s common stock, par value $0.00001 (the “Common Stock”), at a price of $0.80 per share of Common Stock. The Settlement Payment is in exchange for the Releasor’s release of the Company and settlement of the Releasing Debt pursuant to the terms of the Agreement. In addition, pursuant to the Agreement, the Company agreed to pay $604,067 to settle Accrued Salary Expense due to the Releasors in the amount of $959,517 in the form of Common Stock. The Agreement contains standard covenants and terms found in similar agreements. The following table shows the balance which is included in the debt to be settled and amount settled for the nine months ended September 30, 2021: Accounts payable $ 60,755 Notes payable to related parties 531,722 Accrued interest - related parties 82,536 Accrued payroll – related parties 1,289,801 Due from related party (6,221 ) Debt to be settled as of December 31, 2020 $ 1,958,593 Settlement for the nine months ended September 30, 2021 Cash payment $ 84,406 1,281,787 shares of Common stock 1,025,425 Debt forgiveness applied to additional paid in capital 848,762 Balance to be paid in cash as of September 30, 2021 $ - |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2021 | |
NET INCOME PER COMMON SHARE | |
NOTE 12 - NET INCOME PER COMMON SHARE | NOTE 12: 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, 2021 2020 2021 2020 Numerator: Net income (loss) $ (690,260 ) $ 61,880 $ 89,735,874 $ (783,928 ) (Gain) loss on change in fair value of derivatives - (624,859 ) (91,085,858 ) - Interest on convertible debt - 8,496 33,789 - Net loss - diluted $ (690,260 ) $ (554,483 ) $ (1,316,195 ) $ (783,928 ) Denominator: Weighted average common shares outstanding 166,505,444 1,893,107 96,412,168 1,025,682 Effect of dilutive shares - 605,008 524,167,473 - Diluted 166,505,444 2,498,115 620,579,641 1,025,682 Net income (loss) per common share: Basic $ (0.00 ) $ 0.03 $ 0.93 $ (0.76 ) Diluted $ (0.00 ) $ (0.22 ) $ (0.00 ) $ (0.76 ) For the three months ended September 30, 2021 and nine months ended September 30, 2020, the convertible instruments are anti-dilutive and therefore, have been excluded from earnings (loss) per share. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 13 - SUBSEQUENT EVENTS | NOTE 13 - SUBSEQUENT EVENTS The Company evaluated events subsequent to September 30, 2021 through the date these financial statements were issued, and noted the following events requiring disclosure: |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020. |
Risks and Uncertainties: | The Company operates in an industry that is subject to some competition and could have a materially adverse impact on the Company’s operations. |
Use of Estimates: | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Amounts could materially change in the future. |
Fair Value of Financial Instruments: | The Company adopted ASC 820, “ Fair Value Measurements” The three-level hierarchy for fair value measurements is defined as follows: Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; 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 |
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 uses a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
COVID-19 | A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of its employees and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of and for the nine months ended September 30, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company. Even after the pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic recession or depression that has occurred as a result of the pandemic. Therefore, the Company cannot reasonably estimate the impact at this time. The Company continues to actively monitor the pandemic and may determine to take further actions that alter its business operations as may be required by federal, state, or local authorities or that it determines are in the best interests of its employees, customers, vendors, and shareholders. The Company is not may |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
CONVERTIBLE NOTES PAYABLE | |
Schedule of Convertible Notes Payable | September 30, December 31, 2021 2020 Promissory note, dated June 2, 2017, bearing interest of 4% annually, payable within a year $ 18,260 $ 18,260 Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand 12,000 12,000 Promissory note, dated November 27, 2017 bearing interest of 12% annually, payable within a year - 17,116 Promissory note, dated December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018 - 39,591 Promissory note, dated January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018 33,249 37,529 Promissory note, dated April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019 50,000 50,000 Promissory note, dated April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019 50,000 50,000 Promissory note, dated November 23, 2020, bearing interest of 10% annually, payable on November 23, 2021 200,000 100,000 Promissory note, dated February 12, 2021, bearing interest of 10% annually, payable on February 12, 2022 50,000 - Promissory note, dated March 29, 2021, bearing interest of 10% annually, payable on March 29, 2022 100,000 - Promissory note, dated August 2, 2021, bearing interest of 10% annually, payable on August 2, 2022 53,750 - Promissory note, dated August 30, 2021, bearing interest of 10% annually, payable on August 30, 2022 38,750 - Convertible notes before debt discount 606,009 324,496 Less debt discount (109,687 ) (95,058 ) Total outstanding convertible notes payable $ 496,322 $ 229,438 |
WARRANTS (Table)
WARRANTS (Table) | 9 Months Ended |
Sep. 30, 2021 | |
WARRANTS | |
Schedule of warrant activity | Weighted average Weighted average Warrants exercise price remaining life (Year) Outstanding - December 31, 2020 146,667 $ 1.50 4.95 Granted 146,667 1.50 5.00 Exercised - - - Cancelled - - - Outstanding – September 30, 2021 293,334 $ 1.50 4.28 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DERIVATIVE INSTRUMENTS | |
Schedule of (gain) loss on derivatives | Nine months ended Year ended September 30, December 31, 2021 2020 Expected life in years 0.15 - 5 years 0.90 - 5 years Stock price volatility 133% - 1,456 % 895% - 1,444 % Discount rate 0.04% - 0.98% 0.10% - 0.39% Expected dividends None None |
Schedule of change in derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2020 $ 102,361,488 Addition of new derivatives recognized as debt discounts 281,533 Addition of new derivatives recognized as loss on derivatives 356,699 Settled upon conversion of debt (4,978,926 ) Gain on change in fair value of the derivative (91,442,557 ) Balance - September 30, 2021 $ 6,578,237 |
Schedule of estimated fair values | Nine months ended September 30, 2021 2020 Addition of new derivatives recognized as loss on derivatives $ 356,699 $ - Change in fair value of the derivative (91,442,557 ) (57,297 ) $ (91,085,858 ) $ (57,297 ) |
DEBT TO BE SETTELED (Tables)
DEBT TO BE SETTELED (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DEBT TO BE SETTELED | |
Schedule of debt settled | Accounts payable $ 60,755 Notes payable to related parties 531,722 Accrued interest - related parties 82,536 Accrued payroll – related parties 1,289,801 Due from related party (6,221 ) Debt to be settled as of December 31, 2020 $ 1,958,593 Settlement for the nine months ended September 30, 2021 Cash payment $ 84,406 1,281,787 shares of Common stock 1,025,425 Debt forgiveness applied to additional paid in capital 848,762 Balance to be paid in cash as of September 30, 2021 $ - |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NET INCOME PER COMMON SHARE | |
Schedule of antidilutive Securities excluded from earnings (loss) per share | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator: Net income (loss) $ (690,260 ) $ 61,880 $ 89,735,874 $ (783,928 ) (Gain) loss on change in fair value of derivatives - (624,859 ) (91,085,858 ) - Interest on convertible debt - 8,496 33,789 - Net loss - diluted $ (690,260 ) $ (554,483 ) $ (1,316,195 ) $ (783,928 ) Denominator: Weighted average common shares outstanding 166,505,444 1,893,107 96,412,168 1,025,682 Effect of dilutive shares - 605,008 524,167,473 - Diluted 166,505,444 2,498,115 620,579,641 1,025,682 Net income (loss) per common share: Basic $ (0.00 ) $ 0.03 $ 0.93 $ (0.76 ) Diluted $ (0.00 ) $ (0.22 ) $ (0.00 ) $ (0.76 ) |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
GOING CONCERN | ||
Accumulated Deficit | $ (39,909,501) | $ (129,645,375) |
Working capital defcit | $ (6,835,662) |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 10, 2021 | Dec. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Amortization of debt discount | $ 242,871 | $ 0 | |||
Accrued interest | $ 121,228 | $ 1,213,264 | |||
February 2021 [Member] | |||||
Aquitision of warrant | 146,667 | ||||
Exercise price | $ 1.50 | ||||
Securities Purchase Agreement [Member] | |||||
Interest expense | $ 36,599 | 0 | |||
Derivative liability | 92,400 | 31,533 | |||
Amortization of debt discount | 82,614 | $ 0 | |||
Notes payable | 440,000 | 220,000 | |||
Unamortized discount | 84,564 | 110,645 | |||
Accrued interest | $ 38,190 | $ 1,591 | |||
Debt instrument principal amount | $ 220,000 | ||||
Debt instrument | $ 440,000 | ||||
Maturity date | Jun. 10, 2022 | ||||
Interest rate | 12.00% | ||||
First Note [Member] | Securities Purchase Agreement [Member] | |||||
Proceeds from related party notes | $ 195,000 | ||||
Debt discount | $ 25,000 | ||||
Aquitision of warrant | 146,667 | ||||
Exercise price | $ 1.50 | ||||
Second Note [Member] | Securities Purchase Agreement [Member] | |||||
Proceeds from related party notes | $ 195,000 | ||||
Debt discount | $ 25,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible Debt, Gross | $ 606,009 | $ 324,496 |
Debt Instrument, Unamortized Discount, Current | (109,687) | (95,058) |
Convertible Debt, Current | 496,322 | 229,438 |
Promissory Notes 1 [Member] | ||
Convertible Debt, Gross | 18,260 | 18,260 |
Promissory Notes 2 [Member] | ||
Convertible Debt, Gross | 12,000 | 12,000 |
Promissory Notes 3 [Member] | ||
Convertible Debt, Gross | 0 | 17,116 |
Promissory Notes 4 [Member] | ||
Convertible Debt, Gross | 0 | 39,591 |
Promissory Notes 5 [Member] | ||
Convertible Debt, Gross | 33,249 | 37,529 |
Promissory Notes 7 [Member] | ||
Convertible Debt, Gross | 50,000 | 50,000 |
Promissory Notes 6 [Member] | ||
Convertible Debt, Gross | 50,000 | 50,000 |
Promissory Notes 9 [Member] | ||
Convertible Debt, Gross | 200,000 | 100,000 |
Promissory Notes 8 [Member] | ||
Convertible Debt, Gross | 50,000 | 0 |
Promissory Notes 10 [Member] | ||
Convertible Debt, Gross | 100,000 | 0 |
Promissory Notes 11 [Member] | ||
Convertible Debt, Gross | 53,750 | 0 |
Promissory Notes 12 [Member] | ||
Convertible Debt, Gross | $ 38,750 | $ 0 |
CONVERTIBLE NOTES PAYABLE (De_2
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Interest expense | $ 48,169 | $ 27,951 | |
Accrued interest | 83,037 | $ 1,213,264 | |
Amortization of debt discount | 242,871 | $ 0 | |
Additional paid in capital, derivative liability | $ 4,978,928 | ||
Common stock shares issued upon conversion of debt | 72,372,320 | ||
Debt conversion, converted instrument, principle amount | $ 1,237,791 | ||
Fair value of derivative liability | 606,699 | 1,596,647 | |
Derivative liability, debt discount | 250,000 | 100,000 | |
Loss on derivative liability | 356,699 | $ 1,496,647 | |
2017 [Member] | |||
Proceeds from convertible notes | $ 265,900 | ||
Term description | Terms ranging from 9 months to 12 months. | ||
Conversion price, description | Conversion prices are typically based on the discounted (35% - 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion, the closing sale price | ||
Default interest rates | 24.00% | ||
2017 [Member] | Minimum [Member] | |||
Interest rate | 4.00% | ||
2017 [Member] | Maximum [Member] | |||
Interest rate | 12.00% | ||
2018 [Member] | |||
Proceeds from convertible notes | $ 325,000 | ||
Term description | Terms ranging from 6 months to 12 months. | ||
Conversion price, description | Conversion prices are typically based on the discounted (25% - 50% discount) average closing prices or lowest trading prices of the Company’s shares during various periods prior to conversion. Certain note has a fixed conversion price of $0.0001. | ||
Default interest rates | 24.00% | ||
2018 [Member] | Minimum [Member] | |||
Interest rate | 8.00% | ||
2018 [Member] | Maximum [Member] | |||
Interest rate | 12.00% | ||
2020 [Member] | |||
Proceeds from convertible notes | $ 100,000 | ||
Term description | Term is 12 months | ||
Conversion price, description | Conversion price is the lesser of a) $0.40 or b) 50% of the lowest Trading Price during 20 trading days | ||
Interest rate | 10.00% | ||
Adjustments to additional convertible notes | $ 100,000 | ||
2021 [Member] | |||
Proceeds from convertible notes | $ 242,500 | ||
Term description | Term is 12 months. | ||
Conversion price, description | Conversion price is the lesser of a) $0.10 or b) 50% of the lowest Trading Price during 20 trading days or Conversion price is 65% of the lowest Trading Price during 10 trading days. | ||
Interest rate | 10.00% | ||
Original issue discounts and financing costs | $ 7,500 | ||
Net proceeds after original issue discounts and financing costs | $ 235,000 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Weighted Average Remaining Contractual Life | |
Weighted Average Remaining Contractual Life, Beginning balance | 4 years 11 months 12 days |
Weighted Average Remaining Contractual Life, Warrants granted | 5 years |
Weighted Average Remaining Contractual Life, Ending balance | 4 years 3 months 10 days |
Weighted Average Exercise Price Per Share | |
Weighted Average Exercise Price Per Share, beginning balance | 1.50 |
Weighted Average Exercise Price Per Share, Warrants granted | $ / shares | $ 1.50 |
Weighted Average Exercise Price Per Share, Warrants Exercised | $ / shares | 0 |
Weighted Average Exercise Price Per Share, Warrants Cancelled | $ / shares | $ 0 |
Weighted Average Exercise Price Per Share, ending balance | 1.50 |
Warrants [Member] | |
Weighted Average Exercise Price Per Share | |
Outstanding at beginning of period | shares | 146,667 |
Warrants Granted | shares | 146,667 |
Outstanding at ending of periods | shares | 293,334 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Warrants, exercise price | $ / shares | $ 1.50 |
Term of warrants | 5 years |
Intrinsic value of warrants | $ | $ 0 |
Warrants issued | shares | 146,667 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Expected dividends | $ 0 | $ 0 |
Minimum [Member] | ||
Expected life in years | 1 month 24 days | 10 months 24 days |
Stock price volatility | 133 | 895 |
Discount rate | 0.04% | 0.10% |
Maximum [Member] | ||
Expected life in years | 5 years | 5 years |
Stock price volatility | 1,456 | 1,444 |
Discount rate | 0.98% | 0.39% |
DERIVATIVE INSTRUMENTS (Detai_2
DERIVATIVE INSTRUMENTS (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
DERIVATIVE INSTRUMENTS | ||
Beginning balance | $ 102,361,488 | |
Addition of new derivative recognized as debt discounts | 281,533 | |
Addition of new derivatives recognized as loss on derivatives | 356,699 | $ 0 |
Settled upon conversion of debt | (4,978,926) | |
Gain on change in fair value of the derivative | (91,442,557) | $ (57,297) |
Ending balance | $ 6,578,237 |
DERIVATIVE INSTRUMENTS (Detai_3
DERIVATIVE INSTRUMENTS (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
DERIVATIVE INSTRUMENTS | ||
Addition of new derivatives recognized as loss on derivatives | $ 356,699 | $ 0 |
Change in value of derivative liability | (91,442,557) | (57,297) |
Gain/Loss on derivative | $ (91,085,858) | $ (57,297) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Rent expense (Monthly) | $ 75 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt conversion, converted instrument, principle amount | $ 1,237,791 | |
Common stock shares issued upon conversion of debt | 72,372,320 | |
Common stock, shares issued | 204,146,788 | 23,712,522 |
Common stock authorized shares | 10,000,000,000 | 10,000,000,000 |
Preferred Stock Shares Authorized | 2,011,000 | 2,011,000 |
Preferred Stock A [Member] | ||
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 98,796 | 98,796 |
Preferred stock, shares outstanding | 98,796 | 98,796 |
Preferred stock voting right description | each share convertible on one for one base for common stock, no voting rights | |
Preferred Stock C [Member] | ||
Preferred Stock Shares Authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 20 | 20 |
Preferred stock, shares outstanding | 20 | 20 |
Preferred stock voting right description | each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding | |
Common Stock [Member] | ||
Stock payable | $ 26,850 | |
Shares to be issued | 1,800,000 | |
Debt conversion, converted instrument, principle amount | $ 6,216,719 | |
Common stock shares issued upon conversion of debt | 72,372,320 | |
Common stock shares issued for services, value | $ 83,700 | |
Common stock, shares issued | 180,434,266 | |
Common stock shares issued for services | 4,553,400 | |
Common stock shares issued for cash, shares | 90,900,000 | |
Common stock shares issued for cash, value | $ 884,000 | |
Shares of common stock related party transactions | 11,283,334 | |
Shares of common stock related party transactions, amount | $ 112,833 | |
Common stock authorized shares | 10,000,000,000 | |
Common stock for settlement of debt, amount | $ 1,873,740 | |
Common stock for settlement of debt, shares | 1,281,787 | |
Common stock for stock payable, shares | 43,425 | |
Common stock for stock payable, amount | $ 19,000 | |
Preferred A-2 [Member] | ||
Preferred Stock Shares Authorized | 10,000 | |
Preferred stock voting right description | each share convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights | |
Preferred B [Member] | ||
Preferred Stock Shares Authorized | 1,000,000 | |
Preferred stock voting right description | each share convertible into 10 shares of common stock and has 10 votes for any election |
RELATEDPARTY TRANSACTIONS (Deta
RELATEDPARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Settlement of debt - related party | $ 173,299 | ||
Accrued payroll - related parties | $ 1,289,801 | ||
Due from related party | 41,000 | 33,500 | |
Note receivable - related party | 152,042 | 152,042 | |
Proceeds from issuance of common stock | 884,000 | $ 0 | |
Former Officer [Member] | |||
Note payable transferred to company | 11,600 | ||
Note payable for operating expenses | 78,479 | ||
Note receivable, used to settlement of related party debt | 6,221 | ||
Note receivable - related party | 152,042 | 152,042 | |
Due from related party | $ 7,500 | ||
Promissory notes receivable | 248,342 | ||
Proceeds from issuance of common stock | 467,900 | ||
Common stock shares issued for cash, value | $ 716,242 | ||
Common stock shares issued for cash, shares | 4,835,420 |
DEBT TO BE SETTELED (Details)
DEBT TO BE SETTELED (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued payroll - related parties | $ 1,289,801 | |
Due from related party | $ 41,000 | 33,500 |
Debt forgiveness to applied to additional paid in capital | 33,071,797 | 23,709,863 |
Debt [Member] | ||
Accounts payable | 60,755 | |
Notes payable to related parties | 531,722 | |
Accrued interest - related parties | 82,536 | |
Accrued payroll - related parties | 1,289,801 | |
Due from related party | (6,221) | |
Debt to be settled, ending | $ 1,958,593 | |
Cash payment, beginning | 84,406 | |
1,281,787 shares of Common stock | 1,025,425 | |
Debt forgiveness to applied to additional paid in capital | 848,762 | |
Cash payment, ending | $ 0 |
DEBT TO BE SETTELED (Details Na
DEBT TO BE SETTELED (Details Narrative) - Asset Purchase Agreement [Member] | Apr. 13, 2020USD ($) |
Settlement Payment | $ 182,149 |
Cash payment | 91,075 |
Accounts payable | 60,755 |
Past due payment | 6,221 |
Notes payable to related parties | 531,772 |
Outstanding cash payments | $ 68,306 |
Settlement agreement description | The second half of the Settlement Agreement will be in the form of the Company’s common stock, par value $0.00001 (the “Common Stock”), at a price of $0.80 per share of Common Stock |
Accrued salary expense | $ 604,067 |
Accrued salary expense payable in form of common stock | $ 959,517 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income (loss) per common share: Basic | $ 0 | $ 0.03 | $ 0.93 | $ (0.76) |
Net incom (loss per common share: Diluted | $ 0 | $ (0.22) | $ 0 | $ (0.76) |
Numerator: [Member] | ||||
Net income losses | $ (690,260) | $ 61,880 | $ 89,735,874 | $ (783,928) |
(Gain) loss on change in fair value of derivatives | 0 | (624,859) | (91,085,858) | 0 |
Interest on convertible debt | 0 | 8,496 | 33,789 | 0 |
Net income (loss) - diluted | $ (690,260) | $ (554,483) | $ (1,316,195) | $ (783,928) |
Denominator: [Member] | ||||
Weighted average common shares outstanding | 166,505,444 | 1,893,107 | 96,412,168 | 1,025,682 |
Effect of dilutive shares | 605,008 | 524,167,473 | ||
Diluted | 166,505,444 | 2,498,115 | 620,579,641 | 1,025,682 |
Net income (loss) per common share: Basic | $ 0 | $ 0.03 | $ 0.93 | $ (0.76) |
Net incom (loss per common share: Diluted | $ 0 | $ 0.22 | $ 0 | $ (0.76) |