MAPT SEC Filings - Maptelligent, Inc.- Annual Report, Proxy Statement, Prospectus

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CIK

1697935

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Maptelligent, Inc.

SEC Filings (Chronological Order)

This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.

May 16, 2024	SC 13D	MAPT / Maptelligent, Inc. / MAPTELLIGENT, INC. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Maptelligent, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 56564U 103 (Cusip Number) Joseph A. Cosio-Barron Maptelligent, Inc. 2831 St. Rose Parkway # 297 Henderson, Nevada 89052 (415) 990-8141 (Name, Address and Telephone Number of Person Authorized t
May 16, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F
May 9, 2024	SC 13D	MAPT / Maptelligent, Inc. / Ziccardi Richard Edward - SC 13D Activist Investment SC 13D 1 maptsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Maptelligent, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 56564U 103 (Cusip Number) Joseph A. Cosio-Barron Maptelligent, Inc. 2831 St. Rose Parkway # 297 Henderson, Nevada 89052 (415) 990-8141 (Name, Address and Telephone
May 9, 2024	SC 13D	MAPT / Maptelligent, Inc. / Cosio-Barron Joseph Anthony - SC 13D Activist Investment SC 13D 1 maptsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Maptelligent, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 56564U 103 (Cusip Number) Joseph A. Cosio-Barron Maptelligent, Inc. 2831 St. Rose Parkway # 297 Henderson, Nevada 89052 (415) 990-8141 (Name, Address and Telephone
April 1, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR
March 28, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock Post-Qualification Offering Circular Amendment No. 3 File No. 024-12384 OFFERING CIRCULAR This Post-Qualification Offering Circular Amendment No. 3 amends the Offering Statement on Form 1-A of Maptelligent, Inc., a Nevada corporation, as qualified on March 12, 2024, and as may be amended and supplemented from time to time (collectively, the “Offering Circular”) to revise the offering price of the
March 22, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock Post-Qualification Offering Circular Amendment No. 2 File No. 024-12384 OFFERING CIRCULAR This Post-Qualification Offering Circular Amendment No. 2 amends the Offering Statement on Form 1-A of Maptelligent, Inc., a Nevada corporation, as qualified on March 12, 2024, and as may be amended and supplemented from time to time (collectively, the “Offering Circular”) to revise the offering price of the
March 22, 2024	EX1A-11 CONSENT.1	CONSENT OF INDEPENDENT AUDITORS EXHIBIT 11.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Offering Circular on Form 1-A Amendment #2 our Report of Independent Registered Public Accounting Firm dated March 31, 2023 relating to the balance sheet of Maptelligent, Inc. as of December 31, 2022 and 2021 and the related statements of operations and changes in stockholders’ deficit and cash flows for the years th
March 22, 2024	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 March 22, 2024 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 March 22, 2024 Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.
March 22, 2024	EX1A-12 OPN CNSL.1	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 March 22, 2024 EXHIBIT 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 March 22, 2024 Maptelligent, Inc. 2381 St. Rose Parkway Suite 297 Henderson, Nevada 89052 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Maptelligent, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set f
March 20, 2024	CORRESP	MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 March 20, 2024 VIA EDGAR Dan Morris Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. (the “Company”) Withdrawal of Request for Acceleration of Qualification Filed March 18, 2024 Commission File No. 024-12384
March 18, 2024	CORRESP	MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 March 18, 2024 VIA EDGAR Anuja A. Majmudar Attorney-Advisor Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. (the “Company”) Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed March 1
March 14, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock Post-Qualification Offering Circular Amendment No. 1 File No. 024-12384 OFFERING CIRCULAR This Post-Qualification Offering Circular Amendment No. 1 amends the Offering Statement on Form 1-A of Maptelligent, Inc., a Nevada corporation, as qualified on March 12, 2024, and as may be amended and supplemented from time to time (collectively, the “Offering Circular”) to revise the offering price of the
March 8, 2024	CORRESP	MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 MAPTELLIGENT, INC. 2381 St. Rose Parkway, Suite 297 Henderson, Nevada 89052 March 8, 2024 VIA EDGAR Anuja A. Majmudar Attorney-Advisor Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. (the “Company”) Offering Statement on Form 1-A Originally Filed January 4, 2024, and Last Amended F
February 28, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
February 28, 2024	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 February 28, 2024 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 February 28, 2024 Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.
February 20, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
February 20, 2024	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 February 20, 2024 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 February 20, 2024 Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.
January 30, 2024	PART II AND III	Maptelligent, Inc. ® 3,333,333,333 Shares of Common Stock An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
January 30, 2024	EX1A-2A CHARTER.2	CERTIFICATE OF AMENDMENT EXHIBIT 2.2.1
January 30, 2024	EX1A-2A CHARTER.1	ARTICLES OF INCORPORATION EXHIBIT 2.1
January 30, 2024	EX1A-2A CHARTER.2	CERTIFICATE OF AMENDMENT EXHIBIT 2.2.2
January 30, 2024	EX1A-11 CONSENT.1	CONSENT OF INDEPENDENT AUDITORS EXHIBIT 11.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Offering Circular on Form 1-A of our Report of Independent Registered Public Accounting Firm dated March 31, 2023 relating to the balance sheet of Maptelligent, Inc. as of December 31, 2022 and 2021 and the related statements of operations and changes in stockholders’ deficit and cash flows for the years then ended a
January 29, 2024	CORRESP	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 January 29, 2023 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 January 29, 2023 Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.
January 4, 2024	EX1A-11 CONSENT.1	CONSENT OF INDEPENDENT AUDITORS EXHIBIT 11.1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Offering Circular on Form 1-A of our Report of Independent Registered Public Accounting Firm dated March 31, 2023 relating to the balance sheet of Maptelligent, Inc. as of December 31, 2022 and 2021 and the related statements of operations and changes in stockholders’ deficit and cash flows for the years then ended a
January 4, 2024	PART II AND III	Maptelligent, Inc. 3,333,333,333 Shares of Common Stock OFFERING CIRCULAR Maptelligent, Inc. 3,333,333,333 Shares of Common Stock By this Offering Circular, Maptelligent, Inc., a Nevada corporation, is offering for sale a maximum of 3,333,333,333 shares of its common stock (the “Offered Shares”), at a fixed price of $0.0003-0.0007 per share (to be fixed by post-qualification supplement), pursuant to Tier 2 of Regulation A of the United States Securitie
January 4, 2024	EX1A-12 OPN CNSL.1	NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 January 4, 2024 EXHIBIT 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 January 4, 2024 Maptelligent, Inc. 2381 St. Rose Parkway Suite 297 Henderson, Nevada 89052 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Maptelligent, Inc., a Nevada corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set
January 4, 2024	EX1A-4 SUBS AGMT.1	MAPTELLIGENT, INC. Subscription Agreement NOTICE TO INVESTORS EXHIBIT 4.1 MAPTELLIGENT, INC. Subscription Agreement NOTICE TO INVESTORS The securities of Maptelligent, Inc., a Nevada corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments.
December 27, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pk
November 14, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report
October 6, 2023	EX-4.1	Letter from Pinnacle EXHIBIT 4.1 October 5, 2023 Securities and Exchange Commission (the “Commission”) 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentleman: We are the former independent registered public accounting firm for Maptelligent, Inc. (the “Company”). We have read the statements made by the Company, which were provided to us and which we understand will be filed with the Commission pursuant to Item
October 6, 2023	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 5, 2023 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File
August 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy, S
July 10, 2023	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2023 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File Num
July 10, 2023	EX-1.1	Final Report of the Inspector of Election EXHIBIT 1 MAPTELLIGENT, INC. Annual Meeting of Shareholders July 6, 2023 Final Report of the Inspector of Election I, the undersigned, the duly appointed Inspector of Election at the Annual Meeting of Shareholders (the “Meeting”) of Maptelligent, Inc. (the “Company”), held on July 6, 2023 hereby certify that: 1) Before entering upon the discharge of my duties as Inspector of Election at the Meetin
June 16, 2023	EX-4.5	Convertible Note between Maptelligent, Inc. and GPL Ventures, LLC dated March 29, 2021 EXHIBIT 4.5 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIST
June 16, 2023	EX-4.4	Convertible Note between Maptelligent, Inc. and GPL Ventures, LLC dated February 12, 2021 EXHIBIT 4.4 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIST
June 16, 2023	EX-4.1	Convertible Note between Maptelligent, Inc. and GPL Ventures, LLC dated September 9, 2017 EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIST
June 16, 2023	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File Nu
June 16, 2023	EX-4.3	Convertible Note between Maptelligent, Inc. and GPL Ventures, LLC dated November 23, 2020 EXHIBIT 4.3 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGIST
June 16, 2023	EX-4.6	Notice of Surrender of Unconverted Convertible Notes dated June 12, 2023 EXHIBIT 4.6 GPL Ventures, LLC 450 7th Ave. 609 New York, NY 10123 Maptelligent Inc. 6/12/2023 Re: Surrender of Unconverted Convertible Notes Dear Maptelligent Inc., As you know, GPL Ventures was the holder of the following convertible notes in Maptelligent Inc.: Convertible Promissory Note(s) dated 09/09/17 01/05/18 11/23/20 02/12/21 03/29/21. On May 2, 2023, a judgment was entered against GPL Ven
June 16, 2023	EX-4.2	Convertible Note between Maptelligent, Inc. and GPL Ventures, LLC dated January 5, 2018 EXHIBIT 4.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST TH EREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVEREGIST
June 2, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION P UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
May 30, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of
May 18, 2023	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy,
March 31, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-218746 MAPTELLIGENT,
November 14, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pk
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy, S
July 19, 2022	EX-17.1	Letter of resignation of Richard Rotanz EXHIBIT 17.1 July 14, 2022 To the Members of the Board of Directors of Maptelligent, Inc. This letter shall serve as formal notice of my resignation, effective July 15, 2022, from my position as a member of the Board of Maptelligent, Inc.. (the ?Company?), and all other positions with the Company to which I have been assigned, regardless of whether I served in such capacity. The resignation is not
July 19, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2022 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File Nu
May 23, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy,
May 17, 2022	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55797 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Tra
May 5, 2022	PART II	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Commission File Number: 333-218746 I.R.S. Employer Identification Number: 88-0203182 Nevada (State or other jurisdiction of incorpor
May 5, 2022	EX1K-11 CONSENT.1	To Whom It May Concern: EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Annual Report on Form 1-K of Maptelligent, Inc., that was filed on or about May 5, 2022, of our Report of Independent Registered Public Accounting Firm, dated March 31, 2022, on the balance sheets of Maptelligent, Inc. as of December 31, 2021 and 2020, and the related statements of operations, stockholders' deficit and cash f
March 31, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-218746 MAPTELLIGENT, INC.
January 21, 2022	1-SA	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A Or ☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 Commission File No.: 024-11435 Maptelligent, Inc. (Exact name of registrant as specified in its charter) Nevada 88-0203182 (State or other jurisdiction of incorpora
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pk
August 16, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy, S
June 2, 2021	SC 13G	MAPT / Maptelligent Inc / Geneva Roth Remark Holdings, Inc. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAPTELLIGENT INC. (Name of Issuer) Common Stock, $0.00001 value per share (Title of Class of Securities) 56564U103 (CUSIP Number) May 28, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant
May 20, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 415-990-8141 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Filed: February 2, 2021 File No. 024-11435 May 20, 2021 Dear Mr. Dougherty, This lett
May 17, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Commission file number: 000-55797 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 Commission file number: 000-55797 MAPTELLIGENT, INC. Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 2381 St Rose Pkwy,
April 27, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A, Amendment No. 4, pursuant to Regulation A that was filed on or about April 27, 2021, of our Report of Independent Registered Public Accounting Firm, dated April 15, 2021, on the balance sheets of Maptelligent, Inc., as of December 31, 2020 and 2019, and the related stateme
April 27, 2021	PART II AND III	- FORM 1-A/A Preliminary Offering Circular dated April 27, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
April 27, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EX1A-12 OPN CNSL 10 maptex121.htm OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: April 27, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to M
April 27, 2021	EX1A-3 HLDRS RTS	- STOCK CERTIFICATE EXHIBIT 3.1
April 27, 2021	EX1A-6 MAT CTRCT.2	- EX-6.2 EXHIBIT 6.2 Reseller Agreement This Reseller Agreement (this "Agreement"), effective as of March 22, 2021 (the "Effective Date"), is by and between GEO-COMM, INC., a Minnesota corporation with offices located at 601 W. St. Germain Street, St. Cloud, Minnesota 56301 ("GeoComm") and Maptelligent, Inc., a Nevada State Incorporation with offices located at 2831 St. Rose Parkway, Suite #297, Henderson,
April 27, 2021	EX1A-3 HLDRS RTS	- SUBSCRIPTION AGREEMENT EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
April 27, 2021	EX1A-6 MAT CTRCT.1	- EX-6.1 EX1A-6 MAT CTRCT.1 7 maptex61.htm EX-6.1 EXHIBIT 6.1 Esri Partner Network Agreement Domestic Agreement No. 00289596.0 This Esri Partner Network Agreement ("Agreement") is by and between Environmental Systems Research Institute, Inc. ("Esri") and GEOcommand Inc ("Partner"), with its principal place of business at 3700 Airport Rd Ste 410, Boca Raton, FL, 33431, United States ("Partner's Location").
April 27, 2021	EX1A-2A CHARTER	- AMENDED ARTICLES OF INCORPORATION EXHIBIT 2.1
April 27, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 415-990-8141 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Filed: February 2, 2021 Response Dated: April 22, 2021 File No. 024-11435 April 27, 2
April 27, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
April 15, 2021	EX-10.20	Settlement Agreement, dated March 30, 2021, by and between GeoCommand, Inc., Albert Koenigsberg and Maptelligent, Inc. EX-10.20 3 maptex1020.htm SETTLEMENT AGREEMENT EXHIBIT 10.20 SETTLEMENT AGREEMENT This Settlement Agreement (“Agreement”), dated as of March 30, 2021 (the “Effective Date”), is entered into by and between MAPTELLIGENT INC., a Nevada corporation, formerly known as Las Vegas Xpress, Inc., (“Maptelligent”), GEOCOMMAND, INC., a Florida corporation (“GEOCommand”) and ALBERT KOENIGSBERG, a resident of F
April 15, 2021	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-218746 MAPTELLIGENT, INC.
April 15, 2021	EX-4.1	Description of Securities* EX-4.1 2 maptex41.htm DESCRIPTION OF SECURITIES Exhibit 4.1 DESCRIPTION OF SECURITIES Description of Capital Stock General The following is a summary of information concerning capital stock of Maptelligent, Inc. (the “Company”). The summaries and descriptions below do not purport to be complete statements of the relevant provisions of the Company’s Articles of Incorporation, as amended, and Bylaws
April 12, 2021	PART II AND III	- FORM 1-A/A PART II AND III 2 mapt1a.htm FORM 1-A/A Preliminary Offering Circular dated April 9, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before t
April 12, 2021	EX1A-6 MAT CTRCT.2	- EX-6.2 EXHIBIT 6.2 Reseller Agreement This Reseller Agreement (this "Agreement"), effective as of March 22, 2021 (the "Effective Date"), is by and between GEO-COMM, INC., a Minnesota corporation with offices located at 601 W. St. Germain Street, St. Cloud, Minnesota 56301 ("GeoComm") and Maptelligent, Inc., a Nevada State Incorporation with offices located at 2831 St. Rose Parkway, Suite #297, Henderson,
April 12, 2021	EX1A-3 HLDRS RTS	- STOCK CERTIFICATE EXHIBIT 3.1
April 12, 2021	EX1A-6 MAT CTRCT.1	- EX-6.1 EXHIBIT 6.1 Esri Partner Network Agreement Domestic Agreement No. 00289596.0 This Esri Partner Network Agreement ("Agreement") is by and between Environmental Systems Research Institute, Inc. ("Esri") and GEOcommand Inc ("Partner"), with its principal place of business at 3700 Airport Rd Ste 410, Boca Raton, FL, 33431, United States ("Partner's Location"). Esri and Partner may be referred to in th
April 12, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A pursuant to Regulation A that was filed on or about February 1, 2021, of our Report of Independent Registered Public Accounting Firm, dated July 31, 2020, on the balance sheets of Maptelligent, Inc., as of December 31, 2019 and 2018, and the related statements of operations
April 12, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
April 12, 2021	EX1A-3 HLDRS RTS	- SUBSCRIPTION AGREEMENT EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
April 12, 2021	EX1A-2A CHARTER	- AMENDED ARTICLES OF INCORPORATION EXHIBIT 2.1
April 12, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: February 2, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to Maptelligent, Inc.., a Nevada corporation, (“Maptelligent, Inc.,”) for the
April 9, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 415-990-8141 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Filed: February 2, 2021 Response Dated: April 9, 2021 File No. 024-11435 April 9, 202
March 31, 2021	NT 10-K	- NT 10-K NT 10-K 1 lvxint10q.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55797 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For
March 26, 2021	EX-99.1	Reseller Agreement EXHIBIT 99.1 Reseller Agreement This Reseller Agreement (this “Agreement”), effective as of March 22, 2021 (the “Effective Date”), is by and between GEO-COMM, INC., a Minnesota corporation with offices located at 601 W. St. Germain Street, St. Cloud, Minnesota 56301 (“GeoComm”) and Maptelligent, Inc., a Nevada State Incorporation with offices located at 2831 St. Rose Parkway, Suite #297, Henderson
March 26, 2021	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File N
March 25, 2021	EX1A-2A CHARTER	- AMENDED ARTICLES OF INCORPORATION EX1A-2A CHARTER 3 maptex21.htm AMENDED ARTICLES OF INCORPORATION EXHIBIT 2.1
March 25, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A pursuant to Regulation A that was filed on or about February 1, 2021, of our Report of Independent Registered Public Accounting Firm, dated July 31, 2020, on the balance sheets of Maptelligent, Inc., as of December 31, 2019 and 2018, and the related statements of operations
March 25, 2021	EX1A-6 MAT CTRCT.2	Reseller Agreement by and between the Company and GEO-COMM, Inc., dated March 22, 2021 EXHIBIT 6.2 Reseller Agreement This Reseller Agreement (this "Agreement"), effective as of March 22, 2021 (the "Effective Date"), is by and between GEO-COMM, INC., a Minnesota corporation with offices located at 601 W. St. Germain Street, St. Cloud, Minnesota 56301 ("GeoComm") and Maptelligent, Inc., a Nevada State Incorporation with offices located at 2831 St. Rose Parkway, Suite #297, Henderson,
March 25, 2021	EX1A-3 HLDRS RTS	- SUBSCRIPTION AGREEMENT EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
March 25, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 415-990-8141 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Filed: February 2, 2021 Response Dated: March 25, 2021 File No. 024-11435 March 25, 2
March 25, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: February 2, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to Maptelligent, Inc.., a Nevada corporation, (“Maptelligent, Inc.,”) for the
March 25, 2021	EX1A-3 HLDRS RTS	- STOCK CERTIFICATE EXHIBIT 3.1
March 25, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
March 25, 2021	PART II AND III	- FORM 1-A/A Preliminary Offering Circular dated March 25, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
March 25, 2021	EX1A-6 MAT CTRCT.1	ESRI Partner Network Agreement by and between the Company and Environmental Systems Research Institute, Inc., dated October 12, 2020 EX1A-6 MAT CTRCT.1 7 maptex61.htm EX-6.1 EXHIBIT 6.1 Esri Partner Network Agreement Domestic Agreement No. 00289596.0 This Esri Partner Network Agreement ("Agreement") is by and between Environmental Systems Research Institute, Inc. ("Esri") and GEOcommand Inc ("Partner"), with its principal place of business at 3700 Airport Rd Ste 410, Boca Raton, FL, 33431, United States ("Partner's Location").
March 11, 2021	1-A-W	- WITHDRAWAL OF OFFERING STATEMENT UNDER REGULATION A 1-A-W 1 maptcorresp.htm WITHDRAWAL OF OFFERING STATEMENT UNDER REGULATION A 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 561-926-3083 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Submitted
March 10, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: February 2, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to Maptelligent, Inc.., a Nevada corporation, (“Maptelligent, Inc.,”) for the
March 10, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 561-926-3083 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Submitted March 5, 2021 File No. 024-11435 March 10, 2021 Ladies and Gentlemen: Mapte
March 10, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
March 10, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A pursuant to Regulation A that was filed on or about February 1, 2021, of our Report of Independent Registered Public Accounting Firm, dated July 31, 2020, on the balance sheets of Maptelligent, Inc., as of December 31, 2019 and 2018, and the related statements of operations
March 10, 2021	EX1A-3 HLDRS RTS	- STOCK CERTIFICATE EXHIBIT 3.1
March 10, 2021	PART II AND III	- FORM 1-A/A Preliminary Offering Circular dated March 10, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
March 10, 2021	EX1A-2A CHARTER	- AMENDED ARTICLES OF INCORPORATION EXHIBIT 2.1
March 10, 2021	EX1A-3 HLDRS RTS	- SUBSCRIPTION AGREEMENT EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
March 8, 2021	EX-17.1	Letter of resignation of Albert Koenigsberg EXHIBIT 17.1 Maptelligent, Inc. 2831 St. Rose Parkway Suite 297 Henderson, NV 89052 Dear Sirs, Please accept this as my formal letter of resignation from the Board of Directors, COO, President/CEO of Maptelligent effective immediately as discussed and acknowledged making my last day of employment February 28, 2021. I appreciate the opportunity I have been given during my time with the company. Alb
March 8, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File Nu
March 5, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
March 5, 2021	EX1A-2A CHARTER	- AMENDED ARTICLES OF INCORPORATION EXHIBIT 2.1
March 5, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A pursuant to Regulation A that was filed on or about February 1, 2021, of our Report of Independent Registered Public Accounting Firm, dated July 31, 2020, on the balance sheets of Maptelligent, Inc., as of December 31, 2019 and 2018, and the related statements of operations
March 5, 2021	EX1A-3 HLDRS RTS	- STOCK CERTIFICATE EXHIBIT 3.1
March 5, 2021	EX1A-3 HLDRS RTS	- SUBSCRIPTION AGREEMENT EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
March 5, 2021	PART II AND III	- FORM 1-A Preliminary Offering Circular dated March 5, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
March 5, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: February 2, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to Maptelligent, Inc.., a Nevada corporation, (“Maptelligent, Inc.,”) for the
March 5, 2021	CORRESP	2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 CORRESP 1 filename1.htm 2831 St. Rose Parkway Suite # 297 Henderson, NV 89052 561-926-3083 www.maptelligent.com Kevin Dougherty Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Maptelligent, Inc. Offering Statement on Form 1-A Filed: February 2, 2021 Response Dated: March 5, 2021 File No
February 19, 2021	EX-10.1	Promissory Note EX-10.1 2 maptex101.htm PROMISSORY NOTE EXHIBIT 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
February 19, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission Fil
February 18, 2021	EX-10.1	Senior Secured Promissory Note EXHIBIT 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
February 18, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission Fil
February 18, 2021	EX-10.2	Common Stock Purchase Warrant EX-10.2 3 maptex102.htm EX-10.2 EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX
February 2, 2021	EX1A-12 OPN CNSL	- OPINION OF LAW OFFICE OF ANDREW COLDICUTT EXHIBIT 12.1 LAW OFFICE OF ANDREW COLDICUTT 1220 Rosecrans Street, PMB 258 San Diego, CA 92106 p. 619.228.4970 e. [email protected] Date: February 2, 2021 Board of Directors Maptelligent, Inc. 2831 St. Rose Parkway, Suite #297 Henderson, NV 89052 Dear Sirs or Madams: I have acted, at your request, as special counsel to Maptelligent, Inc.., a Nevada corporation, (“Maptelligent, Inc.,”) for the
February 2, 2021	EX1A-2A CHARTER	Amended Articles of Incorporation and Amendments Thereto EXHIBIT 2.1
February 2, 2021	EX1A-3 HLDRS RTS	Specimen Stock Certificate EXHIBIT 3.1
February 2, 2021	EX1A-2B BYLAWS	- BYLAWS EXHIBIT 2.2 Maptelligent, Inc. BY-LAWS 2020 1 BY-LAWS OF MAPTELLIGENT, INC. ARTICLE I OFFICES The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from t
February 2, 2021	EX1A-3 HLDRS RTS	Subscription Agreement EXHIBIT 3.2 MAPTELLIGENT, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERI
February 2, 2021	EX1A-11 CONSENT	- CONSENT OF PINNACLE ACCOUNTANCY GROUP OF UTAH EXHIBIT 11.1 To Whom It May Concern: We hereby consent to the use in the Offering Circular of Maptelligent, Inc., on Form 1-A pursuant to Regulation A that was filed on or about February 1, 2021, of our Report of Independent Registered Public Accounting Firm, dated July 31, 2020, on the balance sheets of Maptelligent, Inc., as of December 31, 2019 and 2018, and the related statements of operations
February 2, 2021	PART II AND III	- FORM 1-A Preliminary Offering Circular dated February 2, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
January 27, 2021	EX-10.1	Mutual Agreement and General Release of All Claims, dated January 16, 2021, by and between Michael Mason, Wayne Baily and Joseph Casio-Barron. EX-10.1 2 maptex101.htm EX-10.1 Exhibit 10.1 MUTUAL AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Mutual Agreement and General Release of all Claims hereinafter (the “Agreement”), dated January 16, 2021 (the “Effective Date”), between Maptelligent, Inc. a Nevada corporation having its principal place of business at 2831 St. Rose Parkway Suite # 200 Henderson, Nevada 89052 hereinafter referred t
January 27, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 mapt8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incor
January 21, 2021	EX-10.1	Mutual Agreement and General Release of All Claims, dated January 8, 2021, by and between Maptelligent, Inc., United Rail, Michael Barron, Allegheny Nevada Holdings Corp., Dianne David, Wanda Witoslawski and Barron Partners EXHIBIT 10.1 MUTUAL AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS This Mutual Agreement and General Release of all Claims hereinafter (the “Agreement”), dated January 8, 2021 (the “Effective Date”), between United Rail a Nevada corporation having its principal place of business at 2831 St. Rose Parkway Suite # 200 Henderson, Nevada 89052 hereinafter referred to as (“United Rail”) and Michael Barron
January 21, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2021 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File
December 23, 2020	EX-10.2	Form of Warrant EX-10.2 5 lvxiex102.htm FORM OF WARRANT EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
December 23, 2020	EX-10.1	Securities Purchase Agreement, dated December 10, 2020, by and between the Company and Auctus Fund, LLC EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 10, 2020, by and between MAPTELLIGENT, INC., a Nevada corporation, with headquarters located at 2831 St. Rose Parkway, Suite #297, Henderson, NV 89052 (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 545 Boylston Street, 2nd Floor, Bo
December 23, 2020	EX-4.1	Convertible Promissory Note, dated November 23, 2020, by and between the Company and GPL Ventures LLC EX-4.1 2 lvxex41.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE D
December 23, 2020	EX-4.2	Senior Secured Promissory Note, dated December 10, 2020, by and between the Company and Auctus Fund, LLC EX-4.2 3 lvxiex42.htm SENIOR SECURED PROMISSORY NOTE EXHIBIT 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURIT
December 23, 2020	EX-10.3	Security Agreement, dated December 10, 2020, by and between the Company and Auctus Fund, LLC EX-10.3 6 lvxiex103.htm SECURITY AGREEMENT EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) made and effective as of December 10, 2020, is executed by and between MAPTELLIGENT, INC., a Nevada corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (the “Secured Party”). WHEREAS, pursuant to a Securities Purchase Agreement dated as of the da
December 23, 2020	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission Fil
December 16, 2020	SC 13G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* SC 13G 1 ea131767-13ggplmaptelligent.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MAPTELLIGENT INC. (Name of Issuer) Common Stock (Title of Class of Securities) 56564U103 (CUSIP Number) December 2, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
November 23, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Commission file number: 333-218746 MAPTELLIGENT, INC. (FORMERLY LAS VEGAS XPRESS, INC.) Nevada 88-0203182 (State or other jurisdiction of incorporation or organization) (IRS Employer Ide
November 17, 2020	NT 10-Q	- NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55797 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 202
October 13, 2020	EX-3.1	Certificate of Amendment to the Articles of Incorporation and Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, 78.385 and 78.390 as filed by Las Vegas Xpress, Inc. to change to Maptelligent, Inc., with the Secretary of State of the State of Nevada. EXHIBIT 3.1
October 13, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2020 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File
October 13, 2020	EX-10.1	Asset Purchase Agreement with Schedule, as included as Exhibit 10.1 in the Company’s Form 8-K dated October 13, 2020 EX-10.1 2 lvxiex101.htm EX-10.1 EXHIBIT 10.1
October 13, 2020	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2020 MAPTELLIGENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File
October 13, 2020	EX-10.1	Employment agreement for Richard Ziccardi and Paul Christin EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2020, by and between Las Vegas Xpress, Inc., (to become Maptelligent, Inc.,) a Nevada Corporation (the “Company”) and Richard Ziccardi (the “Executive”). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exc
September 17, 2020	EX-10.1	Letter of Resignation from Wanda Witoslawski EXHIBIT 10.1 VIA EMAIL September 15, 2020 Las Vegas Xpress, Inc. 2831 St. Rose Parkway, Suite# 297 Henderson, Nevada 89052 Attn: Human Resources Dept. Please accept this letter as my formal notice of my resignation from the position of Chief Financial Officer at Las Vegas Xpress, Inc., effective immediately and making my last day of employment today, September 15, 2020. Respectfully, Wanda Witosla
September 17, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2020 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commissio
September 1, 2020	DEF 14C	- DEF 14C DEF 14C 1 lvxidef14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Las Vegas Xpres
August 21, 2020	PRE 14C	- PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Las Vegas Xpress, Inc. (Exact name of registrant
August 19, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organizatio
August 14, 2020	NT 10-Q	- NT 10-Q UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.
August 12, 2020	10-Q	Quarterly Report - FORM 10-Q 10-Q 1 lvxi10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction o
August 3, 2020	EX-10.1	Corporate resolution of the Board of Directors of Las Vegas Xpress, Inc. EXHIBIT 10.1 RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Las Vegas Xpress, Inc. a Nevada corporation The undersigned being a unanimous action taken by the Board of Directors of the Las Vegas Xpress, Inc. (the "Corporation"), hereby consent to take the following action and adopt the following recitals and resolutions effective as of July 27, 2020. APPOINTMENT OF BO
August 3, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 27, 2020 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission Fil
July 31, 2020	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 Commission file number 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or Other Jurisdiction of Incorporation
July 15, 2020	EX-10.1	Letter of Resignation from Michael Barron dated July 15, 2020 EX-10.1 2 lvxiex101.htm EX 10.1 EXHIBIT 10.1 MICHAEL BARRON 8 BELFAIR COURT HENDERSON, NV 89052 702 481-2343 VIA EMAIL July 15, 2020 Las Vegas Xpress, Inc. 2831 St. Rose Parkway, Suite # 200 Henderson, Nevada 89052 Attn: Human Resources Dept. Dear Sirs, Please accept this letter as my formal notice of my resignation from the Board of Directors of the Las Vegas Xpress, Inc., effective immediately,
July 15, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 lvxi8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2020 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of inco
July 7, 2020	EX-10.1	Corporate resolution of the Board of Directors of Las Vegas Xpress, Inc. EXHIBIT 10.1 RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF Las Vegas Xpress, Inc. a Nevada corporation The undersigned being a unanimous action taken by the Board of Directors of the Las Vegas Xpress, Inc. (the "Corporation"), hereby consent to take the following action and adopt the following recitals and resolutions effective as of May11, 2020. APPOINTMENT OF BOAR
July 7, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2020 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commission File
July 2, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organi
June 22, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organizatio
June 22, 2020	EX-10.1	Resignation letter of CEO dated June 11, 2020 as filed by 10-Q dated June 19, 2020 EX-10.1 2 lvxiex101.htm EX-10.1 EXHIBIT 10.1 MICHAEL BARRON 8 BELFAIR COURT HENDERSON, NEVADA 89052 702 481-2343 VIA EMAIL June 11, 2020 Las Vegas Xpress, Inc. 2831 St. Rose Parkway, Suite # 200 Henderson, Nevada 89052 Attn: Human Resources Dept. Dear Sirs, Please accept this letter as my formal notice of my resignation from the position of Interim Chief Executive Officer at Las Vegas Xpress, Inc.
August 15, 2019	NT 10-Q	LVXI / Las Vegas Xpress, Inc. NT 10-Q - - 12B25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.
May 20, 2019	10-Q	LVXI / Las Vegas Xpress, Inc. 10-Q - Quarterly Report - 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organizati
May 15, 2019	NT 10-Q	LVXI / Las Vegas Xpress, Inc. NT 10-Q EXTENSION ON 10Q UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.
April 15, 2019	10-K	LVXI / Las Vegas Xpress, Inc. 10K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 Commission file number 333-218746 LAS VEGAS XPRESS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or Other Jurisdiction of Incorporatio
April 15, 2019	EX-10.17	Convertible note with GPL Ventures LLC, dated January 5, 2018 (incorporated by reference to Form 10-K filed April 15, 2019) Exhibit 10.17 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST TH EREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVEREGI
April 15, 2019	EX-10.15	Convertible note with Albee There Too, LP, dated April 20, 2018 (incorporated by reference to Form 10-K filed April 15, 2019) Exhibit 10.15 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGI
April 15, 2019	EX-10.16	Convertible note with L2 Capital, LLC, dated April 17, 2018 (incorporated by reference to Form 10-K filed April 15, 2019) Exhibit 10.16 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
April 15, 2019	EX-10.18	Convertible note with Power Up Lending Group LTD, dated November 14, 2018 (incorporated by reference to Form 10-K filed April 15, 2019) Exhibit 10.18 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
April 15, 2019	EX-10.14	Convertible note with BGR Government Affairs, LLC, dated April 30, 2018 (incorporated by reference to Form 10-K filed April 15, 2019) Exhibit 10.14 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGI
April 1, 2019	NT 10-K	LVXI / Las Vegas Xpress, Inc. 12B25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.
December 7, 2018	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2018 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746 (Commission File Number
December 7, 2018	EX-10.1	RESOLUTIONS ADOPTED BY MAJORITY WRITTEN CONSENT Exhibit 10.1 RESOLUTIONS ADOPTED BY MAJORITY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LAS VEGAS XPRESS, INC. a Nevada corporation The undersigned being a majority action taken by the Directors of Las Vegas Xpress, Inc. (the "Corporation"), hereby consent to take the following action and adopt the following recitals and resolutions effective as of December 3, 2018. DEPARTING OF THE DIRECTOR OF
December 3, 2018	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2018 LAS VEGAS XPRESS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746 (Commission File Numbe
December 3, 2018	EX-3.1	AGREEMENT FOR OPERATIONS AND MAINTENANCE SERVICES Exhibit 3.1 AGREEMENT FOR OPERATIONS AND MAINTENANCE SERVICES THIS AGREEMENT (the "Agreement") is dated the 27th day of November, 2018 (the "Effective Date") and made between Las Vegas Xpress, Inc., a Nevada corporation, with a principal place of business at 9480 S. Eastern Avenue, Suite 205, Las Vegas, Nevada, 89123 ("LVX"), and First Transit, Inc., a Delaware corporation and a subsidiary of Firs
November 16, 2018	10-Q	LVXI / Las Vegas Xpress, Inc. 10Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 Commission file number: 333-218746 LAS VEGAS XPRESS, INC. Formerly X Rail Entertainment, Inc. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jur
November 14, 2018	NT 10-Q	XREE / X Rail Enterprises, Inc. 12B25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.
October 22, 2018	SC 13G	LVXI / Las Vegas Xpress, Inc. / L2 Capital, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 X Rail Entertainment, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 51785K109 (CUSIP Number) L2 Capital, LLC 411 Dorado Beach East Dorado, PR 00646 1-816-621-3400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communicat
September 13, 2018	EX-3.1	EX-3.1 Exhibit 3.1
September 13, 2018	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2018 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746 (Commission File
August 28, 2018	DEF 14C	XREE / X Rail Enterprises, Inc. DEF14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement X Rail Entertainment, Inc. (Exact name of
August 17, 2018	PRE 14C	XREE / X Rail Enterprises, Inc. PRE14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement X Rail Entertainment, Inc. (Exact name of
August 14, 2018	424B3	Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No. 333-222530 X RAIL ENTERTAINMENT, INC. 689,754,888 Shares of Common Stock Offered by the Company Prospectus PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, D Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No.
August 14, 2018	10-Q	XREE / X Rail Enterprises, Inc. 10Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Commission file number: 333-218746 X RAIL ENTERTAINMENT, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organiz
August 9, 2018	CORRESP	XREE / X Rail Enterprises, Inc. CORRESP X Rail Entertainment, Inc. 9480 S. Eastern Ave # 205 Las Vegas, NV 89123 August 9, 2018 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: X Rail Entertainment, Inc. Registration Statement on Form S-1 File No. 333-222530 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
August 9, 2018	CORRESP	XREE / X Rail Enterprises, Inc. CORRESP X Rail Entertainment, Inc. 9480 S. Eastern Ave # 205 Las Vegas, NV 89123 August 9, 2018 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: X Rail Entertainment, Inc. Registration Statement on Form S-1 File No. 333-222530 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933,
August 8, 2018	S-1/A	As filed with the Securities and Exchange Commission on August 8, 2018 As filed with the Securities and Exchange Commission on August 8, 2018 Registration No.
August 8, 2018	CORRESP	August 8, 2018 August 8, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
July 27, 2018	CORRESP	July 27, 2018 July 27, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
July 27, 2018	S-1/A	As filed with the Securities and Exchange Commission on July 27, 2018 As filed with the Securities and Exchange Commission on July 27, 2018 Registration No.
June 18, 2018	CORRESP	June 18, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Laura Nicholson, Office of Transportation and Leisure Re: X Rail Enterprises, Inc. Registration Statemen June 18, 2018 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
June 18, 2018	EX-22	12% CONVERTIBLE NOTE Exhibit 22 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBL E HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
June 18, 2018	S-1/A	As filed with the Securities and Exchange Commission on June 18, 2018 S-1/A 1 xrail.htm S-1/A As filed with the Securities and Exchange Commission on June 18, 2018 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State of other jurisdiction of incorporation) 4700 Primary S
May 21, 2018	10-Q	XREE / X Rail Enterprises, Inc. 10Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 Commission file number: 333-218746 X RAIL ENTERTAINMENT, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or organi
May 21, 2018	EX-10.1	MASTER SERVICE AGREEMENT AND LICENSE AGREEMENT Exhibit 10.1 MASTER SERVICE AGREEMENT AND LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of January 15, 2016, by and between Las Vegas Railway Express, Inc., a Delaware corporation with its principal offices at 9480 South Eastern Ave., Suite 205, Las Vegas, NV 89123 ("LVRE" or "Licensor") and X Rail Enterprises. Inc. a Wyoming corporation ("XREE" or "Licensee"). Whereby, thereafter L
May 21, 2018	EX-10.10	CONVERTIBLE PROMISSORY NOTE Exhibit 10.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
May 21, 2018	EX-10.12	EMPLOYMENT AGREEMENT Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Wanda Witoslawski (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of the Exe
May 21, 2018	EX-10.5	CONVERTIBLE PROMISSORY NOTE Dated as of September 30, 2017 Exhibit 10.5 CONVERTIBLE DEMAND PROMISSORY NOTE Dated as of September 30, 2017 Principal Amount: $49,800 FOR VALUE RECEIVED, the undersigned X Rail Entertainment, Inc., a Nevada corporation ("Maker"), promises to pay to the order of Cardio Infrared Technologies, Inc. ("Lender"), the principal sum of Forty Nine Thousand Eight Hundred Dollars ($49,800), (the "Principal Amount") together with ten per
May 21, 2018	EX-10.9	CONVERTIBLE PROMISSORY NOTE Exhibit 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
May 21, 2018	10-K/A	XREE / X Rail Enterprises, Inc. 10K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number 333-218746 X RAIL ENTERTAINMENT, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or Other Jurisdiction of Incorp
May 21, 2018	EX-10.13	EMPLOYMENT AGREEMENT Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Joseph A. Cosio-Barron (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of th
May 21, 2018	EX-10.6	CONVERTIBLE PROMISSORY NOTE Exhibit 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
May 21, 2018	EX-10.8	X RAIL ENTERTAINMENT, INC. 12% CONVERTIBLE REDEEMABLE NOTE DUE DECEMBER 18, 2018 Exhibit 10.8 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $40,00
May 21, 2018	EX-10.7	12% CONVERTIBLE NOTE Exhibit 10.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBL E HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
May 21, 2018	EX-10.11	EMPLOYMENT AGREEMENT Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Michael A. Barron (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of the Exe
May 21, 2018	EX-10.4	CONVERTIBLE PROMISSORY NOTE Exhibit 10.4 'NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOT E IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEIT HER T H IS NOTE NOR ANY INT EREST T HERE IN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTI
May 15, 2018	NT 10-Q	XREE / X Rail Enterprises, Inc. 12B25 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.
April 2, 2018	10-K	XREE / X Rail Enterprises, Inc. 10K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number 333-218746 X RAIL ENTERTAINMENT, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or Other Jurisdiction of Incorpor
April 2, 2018	EX-10.13	Employment agreement with Joseph Cosio-Barron dated December 15, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Joseph A. Cosio-Barron (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of th
April 2, 2018	EX-10.6	Convertible note with Power Up Lending Group LTD, dated November 1, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) EX-10.6 5 exh106.htm CONVERTIBLE NOTE WITH POWER UP LENDING GROUP LTD, DATED NOVEMBER 1, 2017 Exhibit 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SO
April 2, 2018	EX-10.10	Convertible note with Power Up Lending Group LTD, dated December 21, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
April 2, 2018	EX-10.12	Employment agreement with Wanda Witoslawski dated December 15, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.12 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Wanda Witoslawski (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of the Exe
April 2, 2018	EX-10.7	Convertible note with EMA Financial, LLC, dated November 27, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBL E HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
April 2, 2018	EX-10.11	Employment agreement with Michael Barron dated December 15, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of December 15, 2017 by and between X Rail Entertainment, Inc., a Nevada Corporation (the "Company") and Michael A. Barron (the "Executive"). WITNESSETH: WHEREAS, the Company and the Executive desire to enter into this Agreement to assure the Company of the continuing and exclusive service of the Exe
April 2, 2018	EX-10.9	Convertible note with Auctus Fund, LLC, dated December 20, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
April 2, 2018	EX-10.4	Convertible note with East Shore Equities, LLC, dated June 2, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.4 'NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOT E IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEIT HER T H IS NOTE NOR ANY INT EREST T HERE IN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTI
April 2, 2018	EX-10.5	Convertible note with Cardio Infrared Technologies, Inc., dated September 30, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.5 CONVERTIBLE DEMAND PROMISSORY NOTE Dated as of September 30, 2017 Principal Amount: $49,800 FOR VALUE RECEIVED, the undersigned X Rail Entertainment, Inc., a Nevada corporation ("Maker"), promises to pay to the order of Cardio Infrared Technologies, Inc. ("Lender"), the principal sum of Forty Nine Thousand Eight Hundred Dollars ($49,800), (the "Principal Amount") together with ten per
April 2, 2018	EX-10.1	License Agreement between the Company and Las Vegas Railway Express, Inc., dated December 31, 2017 (incorporated by reference to Form 10-K filed April 2, 2018 Exhibit 10.1 MASTER SERVICE AGREEMENT AND LICENSE AGREEMENT THIS AGREEMENT is made and entered into as of January 15, 2016, by and between Las Vegas Railway Express, Inc., a Delaware corporation with its principal offices at 9480 South Eastern Ave., Suite 205, Las Vegas, NV 89123 ("LVRE" or "Licensor") and X Rail Enterprises. Inc. a Wyoming corporation ("XREE" or "Licensee"). Whereby, thereafter L
April 2, 2018	EX-10.8	Convertible note with Adar Bays, LLC, dated December 18, 2017 (incorporated by reference to Form 10-K filed April 2, 2018) Exhibit 10.8 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $40,00
March 22, 2018	EX-3.1	EX-3.1 Exhibit 3.1
March 22, 2018	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2018 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746 (Commission File Numb
January 12, 2018	S-1	As filed with the Securities and Exchange Commission on January 12, 2018 As filed with the Securities and Exchange Commission on January 12, 2018 Registration No.
January 3, 2018	8-K/A	Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 1, 2018 X Rail Entertainment, Inc. (Exact name of Registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commis
January 3, 2018	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 1, 2018 X Rail Entertainm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 1, 2018 X Rail Entertainment, Inc. (Exact name of Registrant as specified in its charter) Nevada 333-218746 88-0203182 (State or other jurisdiction of incorporation) (Commissi
January 3, 2018	EX-16.1	Pritchett, Siler & Hardy, PC Certified Public Accountants Exhibit 16.1 Pritchett, Siler & Hardy, PC Certified Public Accountants January 3, 2018 Securities and Exchange Commission 100 F. Street Washington, DC 20549 - 7561 Re: X Rail Entertainment, Inc. Commission File No. 333-218746 We have read the statements that we understand X Rail Entertainment, Inc. will include under Item 4.01 of the Form 8-K report dated January 3, 2018 and agree with such statem
January 3, 2018	EX-16.1	Douglas Child, CPA I Kristofer Heaton, CPA I Cameron Pribble, CPA I Cory Hunter, CPA I Natalie Murphy, CPA Farmington Office: Members of the AICPA and UACPA Ogden Office: 1438 North Highway 89, Ste. 130 www.pinncpas.com 3590 Harrison Blvd. Ste. GL-2 EX-16.1 2 exh161.htm LETTER FROM PSH DATED JANUARY 2, 2018 Exhibit 16.1 January 2, 2018 Dear Wanda Witoslawski Chief Financial Officer X Rail Entertainment, Inc. There have been some exciting developments that we invite you to celebrate with us this holiday season! We have changed our name to Pinnacle Accountancy Group ("Pinnacle") and have brought together an elated and highly-skilled new partner
December 1, 2017	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 xrail.htm 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2017 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746
November 30, 2017	8-A12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 X RAIL ENTERTAINMENT, INC. (Exact name of reg UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State of incorporation or organization) 88-0203182 (I.R.S. Employer Identification No.) 9480 S. Eastern A
November 30, 2017	EX-3.2	By-Laws of the Company (incorporated by reference to Registration Statement on Form 8-A 12G filed November 30, 2017) Exhibit 3.2 BYLAWS OF X RAIL ENTERTAINMENT, INC. formerly MAXAM, INC. ARTICLE I Offices Section 1. Principal Office. The principal office shall be in the City of Las Vegas, County of Clark, State of Nevada. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Nevada. ARTICLE II Meetings of Stockholders Section 1. Place of Meeting
November 14, 2017	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Commission file number: 333-218746 X UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 Commission file number: 333-218746 X RAIL ENTERTAINMENT, INC. (Exact name of Registrant as Specified in its Charter) Nevada 88-0203182 (State or other jurisdiction of incorporation or or
October 19, 2017	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 15, 2017 X RAIL ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 333-218746 (Commission File Nu
October 10, 2017	424B3	Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No. 333-218746 Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No.
October 4, 2017	CORRESP	X Rail Entertainment, Inc. 9480 S. Eastern Ave. Suite 205 Las Vegas, NV 89123 October 4, 2017 X Rail Entertainment, Inc. 9480 S. Eastern Ave. Suite 205 Las Vegas, NV 89123 October 4, 2017 EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: X Rail Entertainment, Inc. Registration Statement on Form S-1 File No. 333-218746 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act
October 3, 2017	S-1/A	As filed with the Securities and Exchange Commission on October 3, 2017 As filed with the Securities and Exchange Commission on October 3, 2017 Registration No.
September 28, 2017	CORRESP	1185 Avenue of the Americas \| 37th Floor \| New York, NY \| 10036 September 28, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
September 21, 2017	CORRESP	1185 Avenue of the Americas \| 37th Floor \| New York, NY \| 10036 September 21, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
September 21, 2017	S-1/A	As filed with the Securities and Exchange Commission on September 21, 2017 As filed with the Securities and Exchange Commission on September 21, 2017 Registration No.
August 31, 2017	S-1/A	As filed with the Securities and Exchange Commission on August 31, 2017 As filed with the Securities and Exchange Commission on August 31, 2017 Registration No.
August 31, 2017	CORRESP	1185 Avenue of the Americas \| 37th Floor \| New York, NY \| 10036 T (212) 930 9700 \| F (212) 930 9725 \| WWW.SRFKLLP.COM August 31, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
August 2, 2017	S-1/A	As filed with the Securities and Exchange Commission on August 2, 2017 As filed with the Securities and Exchange Commission on August 2, 2017 Registration No.
August 2, 2017	CORRESP	1 August 2, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
June 21, 2017	RW	X Rail Entertainment, Inc. 9480 S. Eastern Ave. Suite 205 Las Vegas, NV 89123 X Rail Entertainment, Inc. 9480 S. Eastern Ave. Suite 205 Las Vegas, NV 89123 June 21, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.W. Washington, DC 20549 RE: X Rail Entertainment, Inc. Form 10 Dear Sir or Madam: Pursuant to Rule 477(a) under the Securities Act of 1933, as amended, X Rail Entertainment, Inc. (the "Company") hereby respectfully requests the Securities and Exch
June 14, 2017	EX-10.2	Letter agreement between the Company and BGR Government Affairs, LLC (incorporated by reference to Registration Statement on Form S-1 filed June 14, 2017) Exhibit 10.2 BGR GROUP WASHINGTON ?LONDON Lanny Griffith Chief Executive Officer March 1, 2016 Mr. Michael Barron CEO & President X Rail Enterprises, Inc. 6650 Via Austi Parkway, Suite 140 Las Vegas, NV. 89119 Dear Michael, We are delighted that X Rail Enterprises, Inc. has agreed to retain BGR Government Affairs, LLC. Pursuant to our discussions, please accept this letter of agreement ("Agreement
June 14, 2017	EX-21.1	Subsidiaries (incorporated by reference to Registration Statement on Form S-1 filed June 14, 2017) Exhibit 21 Subsidiaries of X Rail Enterprises, Inc.: X Train Corporation (Nevada corporation) X Rail Asset Fund I, LP (Nevada limited partnership)
June 14, 2017	S-1	As filed with the Securities and Exchange Commission on June 14, 2017 As filed with the Securities and Exchange Commission on June 14, 2017 Registration No.
June 14, 2017	EX-3.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Registration Statement on Form S-1 filed June 14, 2017) Exhibit 3.2
June 14, 2017	EX-10.3	Form of Share Exchange Agreement between the Company and shareholder of Las Vegas Railway Express, Inc. (incorporated by reference to Registration Statement on Form S-1 filed on June 14, 2017) EX-10.3 4 exh103.htm FORM OF SHARE EXCHANGE AGREEMENT BETWEEN THE COMPANY AND SHAREHOLDER OF LAS VEGAS RAILWAY EXPRESS, INC. Exhibit 10.3 X Rail Enterprises, Inc. 9480 South Eastern Avenue, Suite # 205 Las Vegas, Nevada 89123 VIA EMAIL Dear : X Rail Enterprises, Inc. ("XREE") has recently entered into a MASTER SERVICE AGREEMENT AND LICENSE AGREEMENT to provide Mobilization Services to Las Vegas Ra

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