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

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:

Item 1.01 Entry into a Material Definitive Agreement

Investor Note

On February 12, 2021 (the “Issuance Date”), Maptelligent, Inc. (the "Company"), entered into a convertible promissory note with GPL Ventures LLC (the "Investor”) in the principal amount of $50,000 (the "GPL Note), of which $50,000 was received by the Company. The GPL Note matures on February 12, 2022 (the “Maturity Date”), bears interest rate of 10% per year, payable on the Maturity Date in either cash or shares of the Company’s common stock, par value $0.00001 (the “Common Stock”) at the Company's option (subject to certain conditions). The GPL Note is convertible at any time by the Investor into Common Stock, beginning on the Issuance Date, at the Conversion Price (as defined in the GPL Note). The Company intends to use the net proceeds from the GPL Note for general working capital purposes. The GPL Note contains such representations, warranties and covenants as are typical for a transaction of this nature. In an Events of Default (as defined in the GPL Note), the GPL Note shall become immediately due and payable.

The foregoing description of the GPL Note does not purport to be complete and is qualified in their entirety by reference to the full text of the GPL Note, which is filed as Exhibit 10.1 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:

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.