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 Number)		(I.R.S. Employer Identification No.)

   

2831 St. Rose Parkway, Suite # 297 Henderson, NV 89052  (Address of principal executive offices) (zip code)

   

561-926-3083 (Registrant’s telephone number, including area code)

 

Copies to:

 

Joseph Cosio-Barron

2831 St. Rose Parkway, Suite # 297

Henderson, NV 89052

415-990-8141

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

Item 1.01 Entry into a Material Definitive Agreement

 

On January 8, 2021, Maptelligent, Inc., a Nevada corporation (the "Company") entered into a Mutual Agreement and General Release of All Claims (the "Agreement") with United Rail, a Nevada corporation ("United Rail"), Michael Barron, Allegheny Nevada Holdings Corp., a Nevada corporation ("Allegheny"), Dianne David, Wanda Witoslawski and Barron Partners, a Nevada corporation ("Barron Partners," and together with United Rail, Barron, Allegheny, David and Witoslawski, the "Releasors"). On April 13, 2020, the Company, under its former name, as Vegas Xpress, Inc., entered into an Asset Purchase Agreement with GEOcommand, Inc. ("GEOcommand") to acquire certain assets of GEOcommand (the "APA"). The APA included the certain existing debt of GEOcommand owed to each of the Releasors. Under the Agreement, United Rail and Barron agreed to assume the Company debt owed to certain vendors in the amount of $60,755.25, as listed on Schedule A of the Agreement (the “Vendor Debt”). Additionally, the Company agrees to pay an amount equal to $182,149 (the “Settlement Payment”) to settle certain notes payable in an amount equal to $531,772 owed certain of the Releasors (the "Releasing Debt"). Half of the Settlement Payment, amount equal to $91,074.50, less a $6,221 past due payment that Barron Partners owes the Company, will be paid in the form of cash (the “Cash Payment”). A quarter of the Cash Payment will be paid on the closing date of the Agreement (the "Closing Date"), with the remaining $68,305.87 of the Cash Payment to be paid 120 days following the Closing Date. The second half of the Settlement Agreement will be in the form of the Company's common stock, par value $0.00001 (the "Common Stock"), at a price of $0.80 per share of Common Stock. The Settlement Payment is in exchange for the Releasor's release of the Company and settlement of the Releasing Debt pursuant to the terms of the Agreement. In addition, pursuant to the Agreement, the Company agreed to pay $604,066.94 to settle Accrued Salary Expense due to the Releasors in the amount of $959,516.94 in the form of Common Stock. The Agreement contains standard covenants and terms found in similar agreements.

 

The foregoing description of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 1012 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant.

 

The information set forth in Item 1.01 above is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the securities is an accredited investor.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

  

Exhibit No.		Description
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

* Filed herewith

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Maptelligent Inc.
Date: January 20, 2021	By:	/s/ Albert Koenigsberg
	Name:	Albert Koenigsberg
	Title:	Chief Executive Officer

 

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