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 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On July 6, 2023, Maptelligent, Inc. (the “Company”) held an Annual Meeting of Shareholders (the “Annual Meeting”) virtually, via live webcast.

 

As of the close of business on May 11, 2023, the record date for the Annual Meeting (the “Record Date”), 753,377,477 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) were outstanding and entitled to vote. As of the Record Date, the Company also had 98,796 shares of Series A Preferred Stock convertible into one share of Common Stock, and 20 shares of Series C Preferred Stock with voting rights equal to four times the sum of the total Common Stock shares issued and outstanding plus the total number of Preferred Series A, A-2, and B that are issued and outstanding. All classes of stock will vote as one class at the meeting with a combined 61,031,578,113 total outstanding shares.

 

At the Annual Meeting, a total of 36,603,596,941 votes, comprised of shares of the Company’s Common Stock and Series C Preferred Stock, representing over 50% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

 

1.The three nominees for director were elected to serve a one-year term as follows:

 

Director

 

Votes For

 

 

Votes Against

 

 

Abstain

 

 

Broker Non-Vote

 

Richard Ziccardi

 

 

36,285,221,299

 

 

 

60,356,835

 

 

 

43,345,694

 

 

 

214,673,113

 

Glenn Corso

 

 

36,286,454,084

 

 

 

51,987,378

 

 

 

50,482,366

 

 

 

214,673,113

 

Joseph Cosio-Barron

 

 

36,284,568,603

 

 

 

60,658,333

 

 

 

43,696,892

 

 

 

214,673,113

 

 

2. The proposal to ratify the appointment of Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:

 

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

36,475,869,837

50,524,234

0

77,202,870

 

3. The proposal to approve an amendment to our Articles of Incorporation, as amended (the “Articles of Incorporation” or “Charter”), to effect, at the discretion of our Board of Directors, a reverse stock split of our common stock at a stock split ratio between 1-for-400 and 1-for-600, with the ultimate ratio to be determined by the Board of Directors in its sole discretion (the “Reverse Stock Split”), the implementation and timing of which shall be subject to the discretion of the Board of Directors:

 

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

218,678,045

207,360,225

572,675

10,697,567

 

 
2

 

 

(d) Exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

Exhibit 1

 

Final Report of the Inspector of Election

_______

* Filed herewith

 

 
3

 

 

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: July 10, 2023

By:

/s/ Joseph Cosio-Barron

 

Name:

Joseph Cosio-Barron

 

 

Title:

Chief Executive Officer

 

  

 
4

 

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Cover
Jul. 06, 2023
Cover [Abstract]  
Entity Registrant Name MAPTELLIGENT, INC.
Entity Central Index Key 0001697935
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jul. 06, 2023
Entity Incorporation State Country Code NV
Entity Tax Identification Number 88-0203182
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity File Number 333-218746
Entity Address Address Line 1 2831 St. Rose Parkway
Entity Address Address Line 2 Suite # 297
Entity Address City Or Town Henderson
Entity Address State Or Province NV
Entity Address Postal Zip Code 89052
City Area Code 561
Local Phone Number 926-3083

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