Attached files
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EX-31.01 - EXHIBIT 31.01 - RTS Oil Holdings, Inc. | geoex3101q123109.htm |
EX-32.01 - EXHIBIT 32.01 - RTS Oil Holdings, Inc. | geoex3201q123109.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended December 31, 2009
Commission
File Number 000-53182
GEO
POINT TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its charter)
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Utah
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11-3797590
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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1306
East Edinger Avenue, Unit C
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Santa
Ana, CA 92705
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(Address
of principal executive offices)
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(714)
665-8777
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(Registrant’s
telephone number)
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n/a
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
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x
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No
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o
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Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes
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o
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No
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o
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer o
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Accelerated
filer ¨
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
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o
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No
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x
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Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date. As of February 15, 2010, issuer had
3,257,000 outstanding shares of common stock, par value
$0.001.
TABLE
OF CONTENTS
Page
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PART
I – FINANCIAL INFORMATION
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Item
1. Financial Statements
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Condensed
Balance Sheets (Unaudited)
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3
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Condensed
Statements of Operations (Unaudited)
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4
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Condensed
Statements of Cash Flows (Unaudited)
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5
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Notes
to the Condensed Financial Statements (Unaudited)
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6
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Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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9 | |
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
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11
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Item
4T. Controls and Procedures
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11
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PART
II – OTHER INFORMATION
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Item
6. Exhibits
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12
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Signature
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12
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PART I – FINANCIAL INFORMATION | |||||
ITEM 1. FINANCIAL STATEMENTS | |||||
GEO POINT TECHNOLOGIES, INC. | |||||
CONDENSED BALANCE SHEETS | |||||
(Unaudited) | |||||
December
31,
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March
31,
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||||
2009
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2009
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ASSETS
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|||||
Current
Assets
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|||||
Cash
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$
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85,707
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$
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156,807
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Accounts
receivable, net of allowance for bad debt of $65,783 and $65,783,
respectively
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12,459
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11,228
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|||
Prepaid
expenses and other current assets
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-
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4,125
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|||
Total
Current Assets
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98,166
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172,160
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Furniture and equipment, net of accumulated depreciation of | |||||
$43,819
and $34,819, respectively
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4,358
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13,358
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Other
assets
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1,103
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1,000
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Total
Assets
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$
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103,627
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$
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186,518
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LIABILITIES
AND SHAREHOLDERS' EQUITY
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Current
Liabilities
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|||||
Accounts
payable and accrued liabilities
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$
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53,241
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$
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69,400
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Income
taxes payable
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-
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13,887
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Total
Current Liabilities
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53,241
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83,287
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Shareholders'
Equity
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|||||
Preferred Stock - $0.001 par value; 5,000,000 shares authorized; | |||||
none
outstanding
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-
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-
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Common stock - $0.001 par value; 100,000,000 shares authorized; | |||||
3,257,000
and 3,257,000 shares issued and outstanding, respectively
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3,257
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3,257
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|||
Additional
paid-in capital
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246,693
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246,693
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Accumulated
deficit
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(199,564)
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(146,719)
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Total
Shareholders' Equity
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50,386
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103,231
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Total
Liabilities and Shareholders' Equity
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$
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103,627
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$
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186,518
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The
accompanying notes are an integral part of the condensed unaudited
financial statements.
3
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GEO POINT TECHNOLOGIES, INC. | |||||||||||
CONDENSED STATEMENTS OF OPERATIONS | |||||||||||
(Unaudited) | |||||||||||
For
the Three Months Ended
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For
the Nine Months Ended
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December
31,
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December
31,
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||||||||||
2009
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2008
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2009
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2008
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Sales
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$
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15,022
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$
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851
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$
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125,341
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$
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157,750
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Cost
of Sales
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7,693
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1,140
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52,636
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37,601
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|||||||
Gross
Profit (Loss)
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7,329
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(289)
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72,705
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120,149
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|||||||
Operating
Expenses
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|||||||||||
General
and administrative expenses
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34,315
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45,942
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125,429
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162,432
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|||||||
Total
Operating Expenses
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34,315
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45,942
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125,429
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162,432
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|||||||
Operating
Loss
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(26,986)
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(46,231)
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(52,724)
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(42,283)
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|||||||
Other
income (expense)
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2
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561
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(121)
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1,813
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|||||||
Net
Loss
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$
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(26,984)
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$
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(45,670)
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$
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(52,845)
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$
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(40,470)
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Basic
and Diluted Loss per Share
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$
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(0.01)
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$
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(0.01)
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$
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(0.02)
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$
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(0.01)
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Basic
and Diluted Weighted-Average
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|||||||||||
Common
Shares Outstanding
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3,257,000
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3,257,000
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3,257,000
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3,257,000
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|||||||
The accompanying notes are an integral part of the condensed unaudited financial statements. | |||||||||||
4 |
GEO POINT TECHNOLOGIES, INC. | |||||
CONDENSED STATEMENTS OF CASH FLOWS | |||||
(Unaudited) | |||||
For
the Nine Months Ended
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|||||
December
31,
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|||||
2009
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2008
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||||
Cash
Flows from Operating Activities:
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|||||
Net
loss
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$
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(52,845)
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$
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(40,470)
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Adjustments
to reconcile net loss to net cash from operating
activities:
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|||||
Depreciation
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9,000
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9,000
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Bad
debt
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-
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64,880
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Changes
in assets and liabilities:
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|||||
Accounts
receivable
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(1,230)
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(68,342)
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Prepaid
expenses and other current assets
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4,022
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-
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Accounts
payable and accrued liabilities
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(16,160)
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(43,962)
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Income
taxes payable
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(13,887)
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-
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Net
Cash Used in Operating Activities
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(71,100)
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(78,894)
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Cash
Flows from Investing Activities:
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|||||
Purchase
of property and equipment
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-
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(5,959)
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Net
Cash Used in Investing Activities
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-
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(5,959)
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Net
Change in Cash
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(71,100)
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(84,853)
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Cash
at Beginning of Period
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156,807
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192,720
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Cash
at End of Period
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$
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85,707
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$
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107,867
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Supplement
Disclosure of Cash Flow Information:
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Cash
paid for interest
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$
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-
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$
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-
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Cash
paid for income taxes
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$
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7,197
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$
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-
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The accompanying notes are an integral part of the condensed unaudited financial statements. | |||||
5 |
GEO
POINT TECHNOLOGIES, INC.
NOTES
TO THE CONDENSED FINANCIAL STATEMENTS
DECEMBER
31, 2009
(Unaudited)
NOTE
1 – ORGANIZATION AND BUSINESS
Geo Point
Technologies, Inc. (the “Company”), was incorporated in the state of California
on November 26, 2002. The Company’s operations are located in
Santa Ana, California. In 2006, the Company formed Geo Point Merger
Co., a Utah corporation, for the purpose of moving the domicile of the Company
from California to Utah. The move was accomplished with an Agreement
and Articles of Merger entered into by the two companies. Under the
terms of the merger, upon execution, the two companies merged, and the Utah
company was designated as the surviving corporation. The sole
shareholder of the California company surrendered his stock and received one
share of stock in the Utah company for every share of the California
company. The articles of incorporation and bylaws of the Utah company
became the articles and bylaws of the surviving corporation. The Utah
company furthermore acquired all the assets and obligations of any kind of the
California company. Finally, upon execution of the Agreement and
Articles of Merger, the name of Geo Point Merger Co. was changed to Geo Point
Technologies, Inc.
The
Company provides geological and earth study services related to: land surveying
for new construction; soil testing and environmental risk and impact
assessments; natural resource assessments with an emphasis on oil, and gas
deposit discovery.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited interim financial statements have been prepared by the
Company pursuant to the rules and regulations of the United States Securities
and Exchange Commission, or SEC. Certain information and disclosures
normally included in the annual financial statements prepared in accordance with
accounting principles generally accepted in the United States of America, or
GAAP, have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments and
disclosures necessary for a fair presentation of these financial statements have
been included. Such adjustments consist of normal recurring
adjustments. These interim financial statements should be read in
conjunction with the March 31, 2009, audited annual financial statements
contained in the Form 10-K filed June 25, 2009, with the SEC.
The
results of operations for the three and nine months ended December 31, 2009 and
2008, are not necessarily indicative of the results that may be expected for the
full year.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes to financial
statements. Actual results could differ from those
estimates. Significant estimates made by management include allowance
for doubtful accounts and the useful life of property and
equipment.
6
Fair
Value of Financial Instruments
Financial
instruments consist of cash, accounts receivable, and payables. The
fair value of financial instruments approximated their carrying values as of
December 31, 2009.
The
Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of the Company’s customers to make required
payments. The Company considers the following factors when
determining if collection of a fee is reasonably assured: customer
creditworthiness and past transaction history with the customer; if the Company
has no previous experience with the customer, the Company typically requests
retainers or obtains financial information sufficient to extend the
credit. If these factors do not indicate collection is reasonably
assured, revenue is deferred until collection becomes reasonably assured, which
is generally upon receipt of cash. If the financial condition of the
Company’s customers deteriorates, additional allowances are made.
Revenue
Recognition
The
Company recognizes revenue when it is realized and earned. The
Company considers revenue realized or realizable and earned when (1) it has
persuasive evidence of an arrangement, (2) services have been rendered and are
invoiced, (3) the price is fixed or determinable, and (4) collectibility is
reasonably assured.
The
Company’s primary source of revenue has been in its environmental division,
providing historical site data searches, preliminary investigation and drilling,
site characterization modeling, regulatory agency liaison, and full
environmental clean-ups using such methods as vapor extraction, air sparging,
bio-remediation, ORC (Oxygen Release Compound) and HRC (Hydrogen Release
Compound) injection treatment, air stripping, and ionic exchange.
The
Company also has operations associated with the oil and gas segment that have
limited activity and have not yet generated revenues.
Concentrations
Two
customers represented 49.2% of total sales for the nine months ended December
31, 2009. Two customers accounted for 100% of the gross accounts
receivable balance as of December 31, 2009. The loss of one or more
of these customers would adversely affect the Company.
Basic
and Diluted Loss per Common Share
Basic
loss per share is calculated by dividing net loss by the weighted average common
shares outstanding during the period. Diluted loss per share reflects
the potential dilution to basic earnings per share that could occur upon
conversion or exercise of securities, options, or other such items to common
shares using the treasury stock method, based upon the weighted average fair
value of the Company’s common shares during the period. As of
December 31, 2009 and 2008, the Company did not have any dilutive
securities.
7
Recent
Accounting Pronouncements
In May 2009, the Financial Accounting
Standards Board (“FASB”) issued FASB ASC 855 Subsequent Events (formerly SFAS
No. 165, Subsequent Events). FASB ASC 855 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. FASB ASC 855 is effective for interim and annual
financial periods ending after June 15, 2009. The Company
adopted FASB ASC 855 during the three months ended June 30,
2009. The Company evaluated subsequent events through the issuance
date of the financial statements, February 16, 2010, noting no items that
require disclosure.
In June
2009, the FASB issued FASB ASC 105 Generally Accepted Accounting Principles
(formerly SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162). FASB ASC 105 establishes the FASB Accounting
Standards Codification as the source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities. FASB ASC 105,
which changes the referencing of financial standards, is effective for interim
or annual financial periods ending after September 15, 2009. The
Company adopted FASB ASC 105 during the three months ended December 31, 2009,
with no impact to its financial statements, except for the changes related to
the referencing of financial standards.
8
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain
statements in Management’s Discussion and Analysis, other than purely historical
information, including estimates, projections, statements relating to our
business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “plan,” “may,” “should,” and
similar expressions. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties, which
may cause actual results to differ materially from the forward-looking
statements.
Overview
We are a
provider of geological and earth study services related to land surveying for
new construction, soil testing and environmental risk and impact assessments,
and natural resource assessments with an emphasis on oil and gas deposit
discovery. Our services generally are provided in connection with
construction projects.
Sources
of Revenues
We derive
our revenues through geological and earth study services related to land
surveying for new construction, soil and groundwater environmental impact
assessments, environmental clean-up, and natural resource assessments with an
emphasis on oil and gas deposit discovery. Thus far, all of our
revenues are derived in the state of California.
Cost
of Revenues and Operating Expenses
Cost of
Revenues. Cost of revenues consists of direct supplies and
direct labor related to the fulfillment of each job.
General and
Administrative. General and administrative expenses consist of
compensation and related expenses for executive, finance, accounting,
administrative, legal, professional fees, other corporate expenses, and
marketing.
Critical
Accounting Policies
Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues, costs and expenses, and
related disclosures. On an ongoing basis, we evaluate our estimates
and assumptions. Our actual results may differ from these estimates
under different assumptions or conditions.
We
believe that of our significant accounting policies, which are described in Note
2 to the financial statements, the following accounting policy involves a
greater degree of judgment and complexity. Accordingly, this is the
policy we believe is the most critical to aid in fully understanding and
evaluating our financial condition and results of operations.
9
Revenue
Recognition. We recognize revenue when it is realized and
earned. We consider revenue realized or realizable and earned when:
(1) we have persuasive evidence of an arrangement; (2) services have
been rendered and are invoiced; (3) the price is fixed or determinable; and
(4) collectibility is reasonably assured. We generate revenues
from two environmental services: land surveying and engineering for new
construction and environmental impact studies and clean-up
services. Operations associated with the oil and gas segment have not
yet generated revenues. If and when oil production begins, revenue
will be recorded when the product is delivered to the purchaser.
Results
of Operations
Comparison
of Three Months Ended December 31, 2009 and 2008
Revenues. Revenues
for the three months ended December 31, 2009, were $15,022, an increase of
$14,171 over revenues of $851 for the comparable period in 2008. The
increase in revenues was primarily due to the lack of open jobs in fiscal
2008.
Cost of
Revenues. Cost of revenues for 2009 was $7,693, an increase of
$6,553 over cost of revenues of $1,140 for 2008. The increase in cost
of revenues from 2008 to 2009 was directly related to the increase in
revenues.
General and Administrative
Expenses. General and administrative expenses for 2009 were
$34,315, a decrease of $11,627 over general and administrative expenses of
$45,942 for 2008. This decrease was primarily due to a decrease in
professional fees and other general corporate expenditures.
Comparison
of Nine Months Ended December 31, 2009 and 2008
Revenues. Revenues
for the nine months ended December 31, 2009, were $125,341, a decrease of
$32,409 over revenues of $157,750 for the comparable period in
2008. The decrease in revenues was due primarily to the completion of
two significant contracts during the first quarter of fiscal 2008. Increased
competition from competitive proposals was an additional factor.
Cost of
Revenues. Cost of revenues for 2008 was $52,636, an increase
of $15,035 over cost of revenues of $37,601 for 2008. The increase in
cost of revenues from 2009 to 2008 was directly related to the lower margins
obtained on current year projects due to increased competition from competitive
proposals.
General and Administrative
Expenses. General and administrative expenses for 2009 were
$125,429, a decrease of $37,003 over general and administrative expenses of
$162,432 for 2008. This decrease was primarily due to a decrease in
professional fees and other general corporate expenditures.
Cash
Flows from Operating Activities
Net Cash Used in Operating
Activities. Net cash used in operating activities during the
nine months ended December 31, 2009, was $71,100, compared to net cash used in
operating activities for the nine months ended December 31, 2008, of
$78,894. This
decrease in cash used for operations was primarily due to accounts payable,
which decreased less during the nine months ended December 31, 2009, compared
with the same period in 2008.
10
Liquidity
and Capital Resources
As of
December 31, 2009, our principal source of liquidity was cash totaling
$85,707. The primary source of our liquidity during the nine months
ended December 31, 2009, was our cash on hand.
We
believe that our current cash together with our expected cash flows from
operations will be sufficient to meet our anticipated cash requirements for
working capital and capital expenditures, including our marketing efforts, for
at least the next 12 months.
Off-Balance
Sheet Arrangements
We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources that are material to
stockholders.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
applicable.
ITEM
4T. CONTROLS AND PROCEDURES
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized, and reported within the
time periods specified by the Securities and Exchange Commission’s rules and
forms, and that information is accumulated and communicated to our management,
including our principal executive and principal financial officer (whom we refer
to in this periodic report as our Certifying Officer), as appropriate to allow
timely decisions regarding required disclosure. Our management
evaluated, with the participation of our Certifying Officer, the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act) as of December 31, 2009, pursuant to
Rule 13a-15(b) under the Securities Exchange Act. Based upon
that evaluation, our Certifying Officer concluded that, as of December 31, 2009,
our disclosure controls and procedures were effective.
There
were no changes in our internal control over financial reporting that occurred
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
11
PART
II – OTHER INFORMATION
ITEM
6. EXHIBITS
The
following exhibits are filed as a part of this report:
Exhibit
Number*
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Title
of Document
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Location
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Item
31
|
Rule
13a-14(a)/15d-14(a) Certifications
|
|||
31.01
|
Certification
of Principal Executive Officer and Principal Financial Officer Pursuant to
Rule 13a-14
|
Attached
|
||
Item
32
|
Section
1350 Certifications
|
|||
32.01
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
Financial Officer)
|
Attached
|
_______________
*
|
All
exhibits are numbered with the number preceding the decimal indicating the
applicable SEC reference number in Item 601 and the number following the
decimal indicating the sequence of the particular
document.
|
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 thereunto
duly authorized.
GEO
POINT TECHNOLOGIES, INC.
|
||
(Registrant)
|
||
Date:
February 16, 2010
|
By:
|
/s/
William C. Lachmar
|
William
C. Lachmar, President,
Chief
Executive Officer, and
Chief
Financial Officer
|