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 no revenues from operations in each of the last two fiscal years, and in the current fiscal year.





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, modelling and location intelligence delivers customized digital twin and Industry 4.0 applications. Maptelligent, Inc., provides customers a secure web application with a flexible framework on Esri's ArcGIS Platform technology. This approach provides cost effective, customized solutions, which are tailored to our customers' unique disparate data and operational requirements. Coupled with cloud interoperability, Maptelligent, Inc., delivers an innovative, easy-to-use web-based experience by integrating multiple operations, including asset management, building automation and control, interdisciplinary coordination, scheduling, cost estimating, and integrated construction specifications.

Digital twin technology is a critical component of Industry 4.0, the ongoing automation of traditional manufacturing and industrial practices, using modern smart technology. In simple terms, digital twin is the virtual replica of real-world objects, including physical objects, processes, relationships, and behaviours. 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.





Results of Operations


The following are the results of our continuing operations for the year ended December 31, 2022 compared to the year ended December 31, 2021:





                                 Years Ended
                                 December 31,
                                2022             2021        Change          %
Revenue                  $         -     $          -     $           -        -
Operating expense            651,170        1,196,811          (545,641 )    (46 %)
Other income (expense)     2,833,270       91,959,692       (89,126,422 )    (97 %)
Net income (loss)        $ 2,182,100     $ 90,762,881     $ (88,580,781 )    (98 %)




Revenue



During the years ended December 31, 2022 and 2021, the Company did not generate
any revenue.




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Operating Expenses



                                        Years Ended
                                       December 31,
                                   2022           2021           Change        %
General and administrative       $ 144,786     $   386,504     $ (241,718 )    (63 %)
Professional fee                   177,530         130,434         47,096       36 %

Compensation and payroll taxes 328,854 679,873 (351,019 ) (52 %) Total operating expenses $ 651,170 $ 1,196,811 $ (545,641 ) (46 %)

Compensation and payroll taxes decreased by $351,019, during the year ended December 31, 2022 as compared to 2021. The decrease in compensation expense in the current period is primarily due to reductions in employees' payroll and stock based compensation. Professional fees increased by $47,096 during the year ended December 31, 2022 as compared to the same period in 2021 primarily due to increases in legal and consulting fees. General and administrative expenses decreased by $241,718 during the year ended December 31, 2022 as compared to 2021. The decrease in general and administrative expenses is primarily due to decreases in marketing and software expenses.





Other Income (Expense)



                                         Years Ended
                                         December 31,
                                    2022             2021            Change            %
Interest expense                 $  (442,394 )   $   (546,062 )   $     103,668         (19 %)
Gain on settlement of debt            87,062              907            86,155        9499 %
Change in fair value of                                                                 (97 %)
derivative liability               3,188,602       92,504,847       (89,316,245 )
Total other income (expense)     $ 2,833,270     $ 91,959,692     $ (89,126,422 )       (97 %)



The decrease in other income was primarily due to the 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,
                                 2022              2021             Change           %
Cash                         $     210,508     $     966,682     $   (756,174 )    (78 %)
Current assets               $     404,696     $   1,159,724     $   (755,028 )    (65 %)

Current liabilities $ 2,987,958 $ 6,541,729 $ (3,553,771 ) (54 %) Working capital deficiency $ (2,583,262 ) $ (5,382,005 ) $ 2,798,743 (52 %)

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 $2,182,100 and $90,762,881 for the years ended December 31, 2022 and 2021, respectively. The Company also has an accumulated deficit of $36,700,394 and negative working capital of $2,583,262 as of December 31, 2022, as well as outstanding convertible notes payable of $538,256.

As of December 31, 2022, the net income and working capital deficiency is primarily due to the non-cash accounting estimate of a derivative liability of $1.76 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 6 and 8 in our financial statements, as they are disclosed elsewhere in this report.

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






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





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




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



Cash Flows



                                          Years Ended
                                          December 31,
                                      2022           2021            Change            %
Cash used in operating                                                                   (27
activities                         $ (659,746 )   $  (900,934 )   $    241,188               %)
Cash used in investing
activities                         $  (54,428 )   $    (7,500 )   $    (46,928 )         626 %
Cash (used in) provided by                                                              (102
financing activities               $  (42,000 )   $ 1,813,544     $ (1,855,544 )             %)
Cash and cash equivalents on                                                             (78
hand                               $  210,508     $   966,682     $   (756,174 )             %)




Operating activities


Net cash used in operating activities for the years ended December 31, 2022 and 2021 was $659,746 and $900,934, respectively. During the year ended December 31, 2022, we generated a net income of $2,182,100, which included significant non-cash expenses of $331,204 in debt discount amortization, $9,100 in stock-based compensation, gain on settlement of debt of $87,062, $6,350 in equipment amortization, and gain of $3,188,602 in change in fair value of derivative liabilities, as well as $87,164 in changes in operating assets and liabilities. 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.





Investing activities



During the year ended December 31, 2022, we purchased equipment and software for $54,428.

During the year ended December 31, 2021, net cash used in investing activities was from $7,500 in advances to a related party.





Financing activities


During the year ended December 31, 2022, net cash used in financing activities was $42,000, which consisted of $12,000 paid on convertible notes principal, $100,000 paid on notes payable principal and $70,000 in proceeds from issuance of convertible notes payable.

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.





Critical Accounting Policies


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

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






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





Derivative Liability



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. The valuation of derivative liabilities involves assumptions and estimates that are subject to uncertainty, such as the calculation of the Black Scholes volatility input. Volatility is primarily a function of the Company's fluctuating common stock price, which is readily available. The Company cannot predict the extent to which the historical volatility of the Company's common stock is indicative of future performance or valuation.





Stock-based Compensation


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

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





Income Taxes



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

Off-Balance Sheet Arrangements

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

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