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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A

Amendment No. 2







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

COMMISSION FILE NUMBER: 333-04066





GEOSPATIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|NEVADA                                                         |  | 87-0554463                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

229 Howes Run Road, Sarver, PA 16055

(Address of principal executive offices)

(724) 353-3400

(Registrants telephone number, including area code)



(Former name, former address and former fiscal year, if changed since last report)





Check whether the issuer (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  x    NO   ̈

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   ̈    No   ̈

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. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):    YES   ̈    NO  x

The number of $.001 par value common shares outstanding at May 12, 2009: 24,114,444.

Explanatory Note

We are filing this Amendment No. 2 to Form 10-Q in response to a comment letter received from the Securities and Exchange Commission (the Commission) on
September 3, 2009 regarding the Form 10-Q/A filed with the Commission on August 14, 2009. We are making revisions to the following sections: Front Cover Page, Controls and Procedures, Exhibit 31.1,
Exhibit 31.2, Exhibit 32.1 and Exhibit 32.2.

This Form 10-Q/A continues to speak as of the date of the Form 10-Q and
no attempt has been made to modify or update disclosures in the original Form 10-Q except as noted above. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related disclosures, and
information not affected by this amendment is unchanged and reflects the disclosure made at the time of the filing of the Form 10-Q with the SEC. In particular, any forward-looking statements included in this Form 10-Q/A represent managements
view as of the filing date of the Form 10-Q.

Accordingly, this amendment should be read in conjunction with the Companys other filings made with the
SEC subsequent to the filing date of the original Form 10-Q.









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FORWARD-LOOKING STATEMENT NOTICE

When used in this report, the words may, will, expect, anticipate, continue, estimate, project, intend, and similar
expressions, which are not historical, constitute Forward Looking Statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the expectations, beliefs, intentions or strategies for the future. We intend that such Forward-Looking Statements regarding events, conditions, and financial trends that may affect the Companys future plans of
operations, business strategy, operating results, and financial position be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Persons reviewing this report are cautioned that any Forward-Looking
Statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the Forward-Looking Statements as a result of various factors. Such factors
include general economic factors and conditions that may directly or indirectly impact the Companys financial condition or results of operations. Readers are cautioned not to place undue reliance on these Forward-Looking Statements that speak
only as of the date the statement was made.

TABLE OF CONTENTS



|                               |  |                                                                                             |  |   
|------------------------------ |  | ------------------------------------------------------------------------------------------- |  | --
|PART I  FINANCIAL INFORMATION |  | 3                                                                                          
|                               |  |                                                                                            
|                               |  | ITEM 1. FINANCIAL STATEMENTS                                                                |  | 3 
|                               |  |                                                                                            
|                               |  | ITEM 2. MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 15
|                               |  |                                                                                            
|                               |  | ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 16
|                               |  |                                                                                            
|                               |  | ITEM 4. CONTROLS AND PROCEDURES.                                                            |  | 16
|                               | 
|PART II  OTHER INFORMATION    |  | 17                                                                                         
|                               |  |                                                                                            
|                               |  | ITEM 1. LEGAL PROCEEDINGS                                                                   |  | 17
|                               |  |                                                                                            
|                               |  | ITEM 2. SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS                         |  | 17
|                               |  |                                                                                            
|                               |  | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                     |  | 17
|                               |  |                                                                                            
|                               |  | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 |  | 17
|                               |  |                                                                                            
|                               |  | ITEM 5. OTHER INFORMATION                                                                   |  | 17
|                               |  |                                                                                            
|                               |  | ITEM 6. EXHIBITS.                                                                           |  | 17



2



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PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

GEOSPATIAL HOLDINGS, INC.

INDEX



|                                                                                 |  |     
|-------------------------------------------------------------------------------- |  | ----
|                                                                                 |  | Page
|FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008          |  |     
|                                                                                 | 
|Condensed Consolidated Balance Sheets (Unaudited)                                |  | 4   
|                                                                                 | 
|Condensed Consolidated Statements of Operations (Unaudited)                      |  | 5   
|                                                                                 | 
|Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) |  | 6   
|                                                                                 | 
|Condensed Consolidated Statements of Cash Flows (Unaudited)                      |  | 7   
|                                                                                 | 
|Notes to Condensed Consolidated Financial Statements                             |  | 8   



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Geospatial Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets



|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                                                                                                                                    |  | March 31,2009 |            |   | December 31,2008* |  
|                                                                                                                                                                                                                    |  | (Unaudited)   |            |   |                   |  
|ASSETS                                                                                                                                                                                                              | 
|Current assets:                                                                                                                                                                                                     |  |               |            |   |                   |   |            |  
|Cash and cash equivalents                                                                                                                                                                                           |  | $             | 12,400     |   |                   | $ | 42,793     |  
|Accounts receivable, net of allowance for doubtful accounts of $10,000 at March 31, 2009 and December 31, 2008                                                                                                      |  |               | 40,626     |   |                   |   | 51,271     |  
|Unbilled accounts receivable                                                                                                                                                                                        |  |               | 2,300      |   |                   |   |           |  
|Costs and estimated earnings in excess of billings on uncompleted contracts                                                                                                                                         |  |               | 12,448     |   |                   |   | 11,479     |  
|Notes receivable                                                                                                                                                                                                    |  |               | 369,033    |   |                   |   | 361,612    |  
|Prepaid expenses                                                                                                                                                                                                    |  |               | 125,860    |   |                   |   | 188,358    |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total current assets                                                                                                                                                                                                |  |               | 562,667    |   |                   |   | 655,513    |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Property and equipment:                                                                                                                                                                                             |  |               |            |   |                   |   |            |  
|Field equipment                                                                                                                                                                                                     |  |               | 905,635    |   |                   |   | 905,635    |  
|Office equipment                                                                                                                                                                                                    |  |               | 103,102    |   |                   |   | 99,616     |  
|Vehicles                                                                                                                                                                                                            |  |               | 17,530     |   |                   |   | 17,530     |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total property and equipment                                                                                                                                                                                        |  |               | 1,026,267  |   |                   |   | 1,022,781  |  
|Less: accumulated depreciation                                                                                                                                                                                      |  |               | (368,275   | ) |                   |   | (330,209   | )
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Net property and equipment                                                                                                                                                                                          |  |               | 657,992    |   |                   |   | 692,572    |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Other assets:                                                                                                                                                                                                       |  |               |            |   |                   |   |            |  
|License fees                                                                                                                                                                                                        |  |               | 1,367,000  |   |                   |   | 1,367,000  |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total assets                                                                                                                                                                                                        |  | $             | 2,587,659  |   |                   | $ | 2,715,085  |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                | 
|Current liabilities:                                                                                                                                                                                                |  |               |            |   |                   |   |            |  
|Accounts payable                                                                                                                                                                                                    |  | $             | 773,482    |   |                   | $ | 710,493    |  
|Accrued expenses                                                                                                                                                                                                    |  |               | 206,172    |   |                   |   | 105,168    |  
|Billings in excess of costs and estimated earnings on uncompleted contracts                                                                                                                                         |  |               | 17,552     |   |                   |   | 25,159     |  
|Due to stockholder                                                                                                                                                                                                  |  |               |           |   |                   |   | 32,500     |  
|Notes payable to stockholders                                                                                                                                                                                       |  |               | 2,501,949  |   |                   |   | 2,118,808  |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total current liabilities                                                                                                                                                                                           |  |               | 3,499,155  |   |                   |   | 2,992,128  |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Stockholders equity:                                                                                                                                                                                               |  |               |            |   |                   |   |            |  
|Preferred Stock, $.001 par value; 5,000,000 shares authorized and no shares issued and outstanding at March 31, 2009 or December 31,
2008                                                                           |  |               |           |   |                   |   |           |  
|Common Stock, $.001 par value; 100,000,000 shares authorized at March 31, 2009 and December 31, 2008; 24,114,444 and 23,759,806
shares issued and outstanding at March 31, 2009 and December 31, 2008, respectively |  |               | 24,114     |   |                   |   | 23,760     |  
|Additional paid-in capital                                                                                                                                                                                          |  |               | 7,624,895  |   |                   |   | 7,270,611  |  
|Accumulated deficit                                                                                                                                                                                                 |  |               | (8,560,505 | ) |                   |   | (7,571,414 | )
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total stockholders equity                                                                                                                                                                                          |  |               | (911,496   | ) |                   |   | (277,043   | )
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    |  |              
|Total liabilities and stockholders equity (deficit)                                                                                                                                                                |  | $             | 2,587,659  |   |                   | $ | 2,715,085  |  
|                                                                                                                                                                                                                    |  |               |            |   |                   |   |            |  
|                                                                                                                                                                                                                    | 
|*       Condensed from audited financial statements.                                                                                                                                                                |  |               |            |   |                   |   |            |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Geospatial Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                           |  |                                     |          |   |      |   |          |  
|---------------------------------------------------------- |  | ----------------------------------- | -------- | - | ---- | - | -------- | -
|                                                           |  | For the Three MonthsEnded March 31, |         
|                                                           |  | 2009                                |          |   | 2008 |  
|Sales                                                      |  | $                                   | 70,193   |   |      | $ | 947,540  |  
|Cost of sales                                              |  |                                     | 107,057  |   |      |   | 294,437  |  
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Gross profit                                               |  |                                     | (36,864  | ) |      |   | 653,103  |  
|                                                           |  |                                    
|Selling, general and administrative expenses               |  |                                     | 914,512  |   |      |   | 549,469  |  
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Loss from operations                                       |  |                                     | (951,376 | ) |      |   | 103,634  |  
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Other income (expense):                                    |  |                                     |          |   |      |   |          |  
|Interest income                                            |  |                                     | 7,448    |   |      |   | 3,307    |  
|Interest expense                                           |  |                                     | (46,446  | ) |      |   | (3,570   | )
|Other income                                               |  |                                     | 1,283    |   |      |   |         |  
|Gain (loss) on foreign currency exchange                   |  |                                     |         |   |      |   | (174,211 | )
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Total other income (expenses)                              |  |                                     | (37,715  | ) |      |   | (174,474 | )
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Net loss before income taxes                               |  |                                     | (989,091 | ) |      |   | (70,840  | )
|                                                           |  |                                    
|Provision for (benefit from) income taxes                  |  |                                     |         |   |      |   |         |  
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Net loss                                                   |  | $                                   | (989,091 | ) |      | $ | (70,840  | )
|                                                           |  |                                     |          |   |      |   |          |  
|                                                           |  |                                    
|Basic and fully-diluted net loss per share of Common Stock |  | $                                   | (0.04    | ) |      | $ | (0.00    | )
|                                                           |  |                                     |          |   |      |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Geospatial Holdings, Inc. and Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders' Equity

For the Three Months Ended March 31, 2009

(Unaudited)



|                                                                  |  |                 |  |              |   |                   |            |             |   |         |  |         |           |  |       |            |   |  |   |          |  
|----------------------------------------------------------------- |  | --------------- |  | ------------ | - | ----------------- | ---------- | ----------- | - | ------- |  | ------- | --------- |  | ----- | ---------- | - |  | - | -------- | -
|                                                                  |  | Preferred Stock |  | Common Stock |   | AdditionalPaid-In |            | Accumulated |   |         |  |        
|                                                                  |  | Shares          |  | Amount       |   | Shares            |            | Amount      |   | Capital |  | Deficit |           |  | Total |           
|Balance, December 31, 2008                                        |  |                |  | $            |  |                   | 23,759,806 |             | $ | 23,760  |  | $       | 7,270,611 |  | $     | (7,571,414 | ) |  | $ | (277,043 | )
|                                                                  |  |                 |  |              |   |                   |           
|Issuance of Common Stock for cash at $1.00 per share              |  |                |  |              |  |                   | 250,000    |             |   | 250     |  |         | 249,750   |  |       |           |   |  |   | 250,000  |  
|                                                                  |  |                 |  |              |   |                   |           
|Issuance of Common Stock in settlement of note at $1.00 per share |  |                |  |              |  |                   | 104,638    |             |   | 104     |  |         | 104,534   |  |       |           |   |  |   | 104,638  |  
|                                                                  |  |                 |  |              |   |                   |           
|Net loss for the three months ended March 31, 2009                |  |                |  |              |  |                   |           |             |   |        |  |         |          |  |       | (989,091   | ) |  |   | (989,091 | )
|                                                                  |  |                 |  |              |   |                   |            |             |   |         |  |         |           |  |       |            |   |  |   |          |  
|                                                                  |  |                 |  |              |   |                   |           
|Balance, March 31, 2009                                           |  |                |  | $            |  |                   | 24,114,444 |             | $ | 24,114  |  | $       | 7,624,895 |  | $     | (8,560,505 | ) |  | $ | (911,496 | )
|                                                                  |  |                 |  |              |   |                   |            |             |   |         |  |         |           |  |       |            |   |  |   |          |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Geospatial Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                            |  |                                     |          |   |      |   |            |  
|--------------------------------------------------------------------------- |  | ----------------------------------- | -------- | - | ---- | - | ---------- | -
|                                                                            |  | For the Three MonthsEnded March 31, |         
|                                                                            |  | 2009                                |          |   | 2008 |  
|Cash flows from operating activities:                                       |  |                                     |          |   |      |   |            |  
|Net loss                                                                    |  | $                                   | (989,091 | ) |      | $ | (70,840    | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                     |          |   |      |   |            |  
|Depreciation                                                                |  |                                     | 38,066   |   |      |   | 37,119     |  
|Rent expensed through increase in due to stockholder                        |  |                                     | 19,500   |   |      |   |           |  
|Accrued interest receivable                                                 |  |                                     | (7,421   | ) |      |   | (3,279     | )
|Accrued interest payable                                                    |  |                                     | 45,780   |   |      |   |           |  
|Liabilities settled by issuance of Common Stock                             |  |                                     |         |   |      |   | 3,469      |  
|Changes in operating assets and liabilities:                                |  |                                     |          |   |      |   |            |  
|Accounts receivable                                                         |  |                                     | 10,645   |   |      |   | (921,560   | )
|Unbilled accounts receivable                                                |  |                                     | (2,300   | ) |      |   | (4,874     | )
|Costs and estimated earnings in excess of billings on uncompleted contracts |  |                                     | (969     | ) |      |   | (26,900    | )
|Prepaid expenses                                                            |  |                                     | 62,497   |   |      |   | (203,343   | )
|Accounts payable                                                            |  |                                     | 62,989   |   |      |   | (41,875    | )
|Accrued expenses                                                            |  |                                     | 101,004  |   |      |   | (7,122     | )
|Billings in excess of costs and estimated earnings on contracts in progress |  |                                     | (7,607   | ) |      |   | 44,475     |  
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Net cash used in operating activities                                       |  |                                     | (666,907 | ) |      |   | (1,194,730 | )
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Cash flows from investing activities:                                       |  |                                     |          |   |      |   |            |  
|Purchase of property and equipment                                          |  |                                     | (3,486   | ) |      |   | (34,812    | )
|Deposit on equipment                                                        |  |                                     |         |   |      |   | (608,410   | )
|Notes receivable issued                                                     |  |                                     |         |   |      |   | (66,000    | )
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Net cash used in investing activities                                       |  |                                     | (3,486   | ) |      |   | (709,222   | )
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Cash flows from financing activities:                                       |  |                                     |          |   |      |   |            |  
|Issuance of Common Stock                                                    |  |                                     | 250,000  |   |      |   | 1,215,000  |  
|Net borrowings from stockholders                                            |  |                                     | 390,000  |   |      |   | 900,000    |  
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Net cash provided by financing activities                                   |  |                                     | 640,000  |   |      |   | 2,115,000  |  
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Net change in cash and cash equivalents                                     |  |                                     | (30,393  | ) |      |   | 211,048    |  
|                                                                            |  |                                    
|Cash and cash equivalents at beginning of period                            |  |                                     | 42,793   |   |      |   | 183,448    |  
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Cash and cash equivalents at end of period                                  |  | $                                   | 12,400   |   |      | $ | 394,496    |  
|                                                                            |  |                                     |          |   |      |   |            |  
|                                                                            |  |                                    
|Supplemental disclosures:                                                   |  |                                     |          |   |      |   |            |  
|Cash paid during period for interest                                        |  | $                                   | 666      |   |      | $ | 101        |  
|Cash paid during period for income taxes                                    |  |                                     |         |   |      |   |           |  
|Non-cash transactions:                                                      |  |                                     |          |   |      |   |            |  
|Issuance of Common Stock in settlement of liabilities                       |  |                                     | 104,639  |   |      |   | 903,469    |  
|Issuance of stock subscription receivable                                   |  |                                     |         |   |      |   | 50,000     |  
|Reclassification of due to stockholder to note payable to stockholder       |  |                                     | 50,000   |   |      |   |           |  

The accompanying notes are an integral part of these unaudited condensed consolidated financial
statements.



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Geospatial Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2009

Note 1  Basis of Presentation

On April 25, 2008, Kayenta Kreations, Inc. (Kayenta) acquired all the outstanding Common Stock of Geospatial Mapping Systems, Inc. (GMSI)
pursuant to an Agreement and Plan of Merger (the Merger Agreement) dated March 25, 2008. Upon consummation of the Merger Agreement, GMSI became a fully-owned subsidiary of Kayenta, which was subsequently renamed Geospatial
Holdings, Inc. (the Company). Because GMSIs stockholders owned the majority of the Company upon consummation of the Merger Agreement, GMSI was deemed to be the acquiring entity. Accordingly, all historical financial
information prior to the consummation of the Merger Agreement contained in these Unaudited Condensed Consolidated Financial Statements is that of GMSI.

The Unaudited Condensed Consolidated Financial Statements included herein have been prepared by the Company in accordance with generally accepted accounting principles for interim financial information and regulations contained in the
Securities Exchange Act of 1934, as amended. Accordingly, the accompanying Unaudited Condensed Consolidated Financial Statements do not include all of the information and notes required by accounting principles generally accepted in the United
States of America for complete financial statements. The accompanying Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2009 should be read in conjunction with the Companys Financial
Statements as of and for the year ended December 31, 2008. In the opinion of the Companys management, all adjustments considered necessary for a fair statement of the accompanying Unaudited Condensed Consolidated Financial Statements have
been included, and all adjustments, unless otherwise discussed in the Notes to the Unaudited Condensed Consolidated Financial Statements, are of a normal and recurring nature. Operating results for the three months ended March 31, 2009 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2009.

The use of accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

From GMSIs inception on May 26,
2006 through December 31, 2007, the Company was considered a development stage company as defined by Statement of Financial Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises. As such, the Company
devoted substantially all its efforts to establishing a new business. During 2008, the Company began to generate revenues from its planned operations, and ceased to be a development stage company.

The Condensed Consolidated Financial Statements include the accounts of the Company and its subsidiaries, GMSI and Geospatial Pipeline Services, LLC. All intercompany
accounts and transactions have been eliminated.



8



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##### Table of Contents

Note 2  Merger

On April 25, 2008, Kayenta acquired all the outstanding Common Stock of GMSI pursuant to the Merger Agreement.

Pursuant to the Merger
Agreement, Kayenta shareholders approved a 2.8 for 1 forward stock split, resulting in 3,685,618 shares of Kayenta Common Stock outstanding at the closing of the Merger Agreement. Further, Kayenta issued one share of Kayentas Common Stock in
exchange for each outstanding share of GMSIs Common Stock, resulting in 20,074,188 shares of Kayenta Common Stock, for a total aggregate number of shares of Kayenta Common Stock of 23,759,806 outstanding upon consummation of the merger. Upon
consummation of the merger, GMSI became a fully-owned subsidiary of Kayenta, which was subsequently renamed Geospatial Holdings, Inc., and GMSIs shareholders obtained majority ownership of the shares of Common Stock of Geospatial
Holdings, Inc. After the merger, GMSIs former stockholders owned approximately 84.5% of the Common Stock of the Company, and Kayentas stockholders owned approximately 15.5% of the Common Stock of the Company.

In accordance with Accounting and Financial Reporting Interpretations and Guidance issued by the staff of the United States Securities and Exchange Commission, the
merger was accounted for as a recapitalization. Accordingly, all consideration paid and costs incurred pursuant to the merger were charged to expense, and no goodwill or other intangible asset was recorded. All historical financial information prior
to the consummation of the Merger Agreement is that of GMSI. Kayentas results of operations have been included in the Companys Consolidated Statements of Operations since the completion of the merger on April 25, 2008.

Prior to the merger, Kayenta was a public shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The acquisition was undertaken to
provide the Company a public shell.

Note 3  Accounts Receivable

Accounts receivable consisted of the following at March 31, 2009:



|                                      |  |   |         |  
|------------------------------------- |  | - | ------- | -
|Billed:                               |  |   |         |  
|Completed contracts                   |  | $ | 17,932  |  
|Contracts in progress                 |  |   | 32,694  |  
|                                      |  |   |         |  
|                                      |  |   | 50,626  |  
|                                      | 
|Less: allowance for doubtful accounts |  |   | (10,000 | )
|                                      |  |   |         |  
|                                      |  |   | 40,626  |  
|                                      | 
|Unbilled                              |  |   | 2,300   |  
|                                      |  |   |         |  
|                                      |  | $ | 42,926  |  
|                                      |  |   |         |  



9



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##### Table of Contents

Note 4  Uncompleted Contracts

Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows at March 31, 2009:



|                                        |  |   |          |  
|--------------------------------------- |  | - | -------- | -
|Costs incurred on uncompleted contracts |  | $ | 96,961   |  
|Estimated earnings                      |  |   | 55,399   |  
|                                        |  |   |          |  
|                                        |  |   | 152,360  |  
|                                        | 
|Billings to date                        |  |   | (157,464 | )
|                                        |  |   |          |  
|                                        | 
|                                        |  | $ | (5,104   | )
|                                        |  |   |          |  

Included in the accompanying balance sheet under the following captions:



|                                                                            |  |   |         |  
|--------------------------------------------------------------------------- |  | - | ------- | -
|Costs and estimated earnings in excess of billings on uncompleted contracts |  | $ | 12,448  |  
|Billings in excess of costs and estimated earnings on uncompleted contracts |  |   | (17,552 | )
|                                                                            |  |   |         |  
|                                                                            | 
|                                                                            |  | $ | (5,104  | )
|                                                                            |  |   |         |  

Note 5  Backlog

The following schedule summarizes changes in backlog on fixed-price contracts during the three months ended March 31, 2009. Backlog represents the amount of revenue the Company expects to realize from work to be
performed on uncompleted contracts in progress at quarter end, and from contractual agreements on which work has not yet begun.



|                                                |  |   |         |  
|----------------------------------------------- |  | - | ------- | -
|Backlog balance at December 31, 2008            |  | $ | 838,627 |  
|New contracts awarded during the period         |  |   | 148,506 |  
|Contract adjustments                            |  |   | (27,849 | )
|                                                |  |   |         |  
|                                                |  |   | 959,284 |  
|                                                | 
|Less: contract revenue earned during the period |  |   | (70,193 | )
|                                                |  |   |         |  
|                                                | 
|Backlog balance at March 31, 2009               |  | $ | 889,091 |  
|                                                |  |   |         |  



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##### Table of Contents

Geospatial Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2009



Note 6  Related Party Transactions

The Company leases its headquarters building from Mark A. Smith, the Companys Chairman and Chief Executive Officer. The building has approximately 3,200 square feet of office space, and is used by the
Companys corporate and engineering/operations staff. The Company incurred $19,500 of lease expense for this building during the three months ended March 31, 2009.

At December 31, 2008, notes payable by the Company to Mr. Smith for advances to the Company were $2,015,772. During the three months ended March 31, 2009, Mr. Smith loaned the Company $457,000,
including unpaid rent, for working capital purposes. Interest on the loan at 8% amounted to $44,177 during the three months ended March 31, 2009. At March 31, 2009, the balance due on the note, including accrued interest, was $2,501,949.

During 2008 another stockholder, who owns approximately 14% of the Companys outstanding Common Stock, loaned the Company $100,000 for working
capital purposes. Interest on the loan at 8% amounted to $1,603 during the three months ended March 31, 2009. On March 10, 2009, the balance due on the note of $104,638 was converted to 104,638 shares of the Companys Common Stock and
warrants to purchase 20,927 shares of the Companys Common Stock at $1.50 per share, exercisable for ten years.



11



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##### Table of Contents

Geospatial Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2009



Note 7  Income Taxes

The Companys provision for (benefit from) income taxes is summarized below:



|                          |  |                                     |          |   |      |   |        |  
|------------------------- |  | ----------------------------------- | -------- | - | ---- | - | ------ | -
|                          |  | For the Three MonthsEnded March 31, |         
|                          |  | 2009                                |          |   | 2008 |  
|Current:                  |  |                                     |          |   |      |   |        |  
|Federal                   |  | $                                   |         |   |      | $ |       |  
|State                     |  |                                     |         |   |      |   |       |  
|                          |  |                                     |          |   |      |   |        |  
|                          |  |                                     |         |   |      |   |       |  
|                          |  |                                     |          |   |      |   |        |  
|                          |  |                                    
|Deferred:                 |  |                                     |          |   |      |   |        |  
|                          |  |                                    
|Federal                   |  |                                     | (310,364 | ) |      |   | (2,517 | )
|                          |  |                                    
|State                     |  |                                     | (98,528  | ) |      |   | (799   | )
|                          |  |                                     |          |   |      |   |        |  
|                          |  |                                    
|                          |  |                                     | (408,892 | ) |      |   | (3,316 | )
|                          |  |                                     |          |   |      |   |        |  
|                          |  |                                    
|Total income taxes        |  |                                     | (408,892 | ) |      |   | (3,316 | )
|                          |  |                                    
|Less: valuation allowance |  |                                     | 408,892  |   |      |   | 3,316  |  
|                          |  |                                     |          |   |      |   |        |  
|                          |  |                                    
|Net income taxes          |  | $                                   |         |   |      | $ |       |  
|                          |  |                                     |          |   |      |   |        |  

The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:



|                                            |  |                                     |   |  |       |  
|------------------------------------------- |  | ----------------------------------- | - |  | ----- | -
|                                            |  | For the Three MonthsEnded March 31, |  
|                                            |  | 2009                                |   |  | 2008  |  
|Federal statutory rate                      |  | 35.0                                | % |  | 35.0  | %
|State income taxes (net of federal benefit) |  | 6.5                                 |   |  | 6.5   |  
|Valuation allowance                         |  | (41.5                               | ) |  | (41.5 | )
|                                            |  |                                     |   |  |       |  
|                                            |  |                                    
|Effective rate                              |  | 0.0                                 | % |  | 0.0   | %
|                                            |  |                                     |   |  |       |  



12



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##### Table of Contents

Geospatial Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2009



Note 7  Income Taxes (continued)



Significant components of the Companys deferred tax assets and liabilities are summarized below as of
March 31, 2009 and 2008. A valuation allowance has been established as realization of such assets has not met the more-likely-than-not threshold requirement under Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes.



|                                   |  |                 |            |   |      |   |            |  
|---------------------------------- |  | --------------- | ---------- | - | ---- | - | ---------- | -
|                                   |  | As of March 31, |           
|                                   |  | 2009            |            |   | 2008 |  
|Start-up costs                     |  | $               | 103,867    |   |      | $ | 129,476    |  
|License fees                       |  |                 | (59,882    | ) |      |   | (22,062    | )
|Depreciation                       |  |                 | (86,449    | ) |      |   | (68,249    | )
|Allowance for doubtful accounts    |  |                 | 4,150      |   |      |   | 4,150      |  
|Unrealized foreign currency losses |  |                 |           |   |      |   | 103,331    |  
|Uncompleted contracts              |  |                 | (21,179    | ) |      |   |           |  
|Net operating loss carryforward    |  |                 | 3,469,192  |   |      |   | 1,119,366  |  
|                                   |  |                 |            |   |      |   |            |  
|                                   |  |                
|Deferred income taxes              |  |                 | 3,409,699  |   |      |   | 1,266,012  |  
|                                   |  |                
|Less: valuation allowance          |  |                 | (3,409,699 | ) |      |   | (1,266,012 | )
|                                   |  |                 |            |   |      |   |            |  
|                                   |  |                
|Net deferred income taxes          |  | $               |           |   |      | $ |           |  
|                                   |  |                 |            |   |      |   |            |  

At March 31, 2009, the Company had federal and state net operating loss carryforwards of approximately
$8,359,000. The federal and state net operating loss carryforwards expire beginning in 2021 and 2026, respectively. The amount of the state net operating loss carryforward that can be utilized each year to offset taxable income is limited by state
law.

Note 8  Commitments and Contingencies

On March 31, 2009, the Company entered into a Letter of Agreement with Delta Networks, SA and Reduct NV to change the terms of the Companys Exclusive License and Distribution Agreement dated August 3, 2006. Pursuant to the
Letter of Agreement, the Company must make minimum purchases of Smart Probes of 6,000,000 during 2009. A payment on the minimum purchase requirement of $500,000 is due by June 1, 2009.



13



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##### Table of Contents

Geospatial Holdings, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2009



Note 9  Stock-Based Payments

During the three months ended March 31, 2009, the Company granted options to purchase 50,000 shares of the Companys Common Stock to an eligible employee under the 2007 Stock Option Plan, and options to
purchase 50,000 shares of the Companys Common Stock under the 2007 Stock Option Plan were forfeited.

During the three months ended March 31,
2009, the Company granted warrants to purchase 70,927 shares of the Companys Common Stock at $1.50 for five years to certain stockholders in connection with the sale of Common Stock. No expense was recognized upon the grant of these warrants.

On January 30, 2009, the Company granted warrants to purchase 22,500 shares of the Companys Common Stock at $0.55 for ten years to a contractor
in settlement of contractual obligations. No expense was recognized upon the grant of these warrants.

On March 6, 2009, the Company granted warrants
to purchase 2,000,000 shares of the Companys Common Stock at $1.23 for ten years to the Companys President. Warrants to purchase 1,000,000 shares of the Companys Common Stock vested immediately upon the grant, and the balance vest
over twelve months. No expense was recognized upon the grant of these warrants.

Note 10  Net Loss Per Share of Common Stock

Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of shares of Common Stock
outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential Common Stock had been converted to Common Stock. The following reconciles amounts reported in the financial
statements:



|                                           |  |                              |            |   |      |   |            |  
|------------------------------------------ |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                           |  | Three Months Ended March 31, |           
|                                           |  | 2009                         |            |   | 2008 |  
|Net loss                                   |  | $                            | (989,091   | ) |      | $ | (70,840    | )
|                                           |  |                             
|Divided by:                                |  |                              |            |   |      |   |            |  
|Weighted average shares outstanding        |  |                              | 23,962,555 |   |      |   | 18,233,499 |  
|                                           |  |                              |            |   |      |   |            |  
|                                           |  |                             
|Basic and fully-diluted net loss per share |  | $                            | (0.04      | ) |      | $ | (0.00      | )
|                                           |  |                              |            |   |      |   |            |  

The effects of options to purchase 11,570,000 shares of Common Stock, and rights to purchase 5,930,972 shares of
Common Stock were not included in the computation of diluted earnings per share because the effect of their conversion would be antidilutive.



14



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##### Table of Contents

|ITEM 2: | MANAGEMENTS DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -----------------------------------------------------------------------------------

Overview

You should read the following Managements Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) together with our financial statements and notes thereto as of and for the year ended December 31, 2008, filed with our Annual Report on Form 10-K on April 15, 2009, and our
financial statements and notes thereto as of and for the three months ended March 31, 2009, which appear elsewhere in this Quarterly Report on Form 10-Q.

On April 25, 2008, Kayenta Kreations, Inc. (Kayenta) acquired all the outstanding Common Stock of Geospatial Mapping Systems, Inc. (GMSI) pursuant to an Agreement and Plan of Merger (the
Merger Agreement) dated March 25, 2008. Upon consummation of the Merger Agreement, GMSI became a fully-owned subsidiary of Kayenta, which was subsequently renamed Geospatial Holdings, Inc. (the Company).
Because GMSIs stockholders owned the majority of the Company upon consummation of the Merger Agreement, GMSI was deemed to be the acquiring entity. Accordingly, all historical financial information prior to the consummation of the Merger
Agreement contained in this MD&A, and in our financial statements and notes thereto, is that of GMSI.

Prior to the Merger, Kayenta was
a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Upon consummation of the Merger Agreement, the Company adopted GMSIs business, and ceased to be a shell
company as defined in the Exchange Act. The Companys services include pipeline data acquisition, professional data management, and pipeline field services.

Liquidity and Capital Resources

At March 31, 2009, we had current assets of $562,667, and current liabilities
of $3,499,155.

We are a party to the Reduct License Agreement to license the Smart Probe technology from Reduct,
the developer of the technology. The Reduct License Agreement grants the Company exclusive control over the rights to the Smart Probetechnology throughout North America, South America and Australia.

Pursuant to
Amendment No. 3 to the Reduct License Agreement dated December 18, 2008, a Letter of Agreement dated March 10, 2009, and a Letter of Agreement dated March 31, 2009, we: (i) agreed to extend the payment due date for certain
payments owed by the Company to Reduct; (ii) agreed to restructure certain other payments owed to Reduct; (iii) granted an option to purchase 500,000 shares of the Companys Common Stock to Delta Networks SA (Delta), the
owner of substantially all of the common stock of Reduct; and (iv) agreed to work in good faith with Reduct and Delta to draft and execute mutually acceptable agreements pursuant to which we will acquire Reduct from Delta through the purchase
of one hundred percent of Reducts outstanding capital stock in exchange for $40 million in the aggregate of cash and the Companys Common Stock (the Acquisition). The initial target closing date for the Acquisition is
June 15, 2009, but that date may be extended for up to three successive three-month periods until March 15, 2010 (the Reduct Closing). For each three-month extension, we are required to make a payment to or minimum purchases
from Reduct in an amount of 1.5 million.

If we consummate the Acquisition by March 15, 2010, all license payments that we
owe to Reduct will be discharged entirely. If we do not consummate the Acquisition by March 15, 2010, we will maintain our exclusive license and distribution rights by paying approximately 4.0 million of suspended license payments
for 2008 and 5.6 million of suspended Smart Probe payments for 2009 (the Suspended Payments) and making minimum purchases of Smart Probes of approximately 7.9 million in 2010, 9.0 million in
2011, 10.4 million in 2012, 11.9 million in 2013, and thereafter, a minimum purchase that increases annually at a 15% rate over the prior year (collectively, the Minimum Purchase Requirements). In the event that we
fail to make the Suspended License Payments or the Minimum Purchase Requirements, Reduct shall continue to provide services to us on all of our existing Reduct products and accessories, and shall make additional Reduct products and services
available to us on a non-exclusive basis.

If Reduct believes that we have failed to meet our obligations under the Reduct License
Agreement, including our obligation to effect the Reduct Closing in a timely manner, Reduct could seek to limit or terminate our license rights, which could lead to costly and time-consuming litigation and potentially, a loss of the licensed rights.
During the period of any such litigation, our ability to carry out the development of client relationships and provide pipeline management services could be significantly and adversely affected.

Results of Operations

From GMSIs
inception on May 26, 2006, through December 31, 2007, we were considered a development stage company as defined by Statement of Accounting Standards No. 7, Accounting and Reporting by Development Stage Enterprises. As such, we
devoted substantially all of our efforts to establishing a new business. During 2008, we began to generate revenues from our planned operations, and ceased to be a development stage company.



Sales were $70,193 for the three months ended March 31, 2009, compared to
$947,540 for the three months ended March 31, 2008. Cost of sales was $107,057 for the three months ended March 31, 2009, compared to $294,437 for the three months ended March 31, 2008. Our sales and cost of sales decreased in 2009
due to a decrease in demand for our services. We expect sales and cost of sales to fluctuate as our business reaches maturity.

Selling,
general and administrative (SG&A) expenses include all costs that are not directly associated with our revenue-generating activities. SG&A expenses include payroll costs for sales, administrative, and technical personnel, sales
and marketing costs, corporate costs, and facilities costs. SG&A expenses were $914,512 three months ended March 31, 2009, compared to $549,469 for the three months ended March 31, 2008. The increase was primarily due to the expansion
of our sales and administrative staff and facilities in 2009, and marketing costs associated with an advertising campaign in 2009.

Other
income and expenses include interest income, interest expense, non-business income and expenses, and gains or losses on foreign currency exchange. Other income and expense for the three months ended March 31, 2009 was a net expense of $37,715,
which included interest income of $7,448, interest expense of $46,446, and other income of $1,283. Other income and expense for the three months ended March 31, 2008 was a net expense of $174,211, which included interest income of $3,307,
interest expense of $3,570, and a loss on foreign currency exchange of $174,474. The increase in interest expense in 2009 is due to the increase in notes payable to stockholders. The decrease in losses on foreign currency exchange from 2008 to 2009
is because the Company had no liabilities to be settled in foreign currency in 2009.

We had no net benefit from income taxes, as our
deferred tax benefit was completely offset by a valuation allowance due to the uncertainty of realization of the benefit.



15



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##### Table of Contents

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of March 31, 2009.

Application of Critical Accounting
Policies

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of
America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions which, in our opinion, are significant to the underlying amounts included in the financial statements and for which it
would be reasonably possible that future events or information could change those estimates include:

Impairment Assessment of
Intangible Assets. Intangible assets consist of exclusive and perpetual license rights to the patent pending DuctRunner Smart Probe technology. We license the technology from Reduct NV, a Belgian company, the developer of the
technology, under an Exclusive License and Distribution Agreement, as amended from time to time, that provides us with exclusive control rights to the DuctRunner Smart Probe technology throughout the continents of North America, South America,
and Australia. We recorded an intangible asset of $1,367,000 upon use of the license. In addition to the license fees, we are required to make minimum purchases of Smart Probes. If the minimum purchase requirements are not met, the exclusivity
portion of the license agreement with Reduct NV becomes void, and our investment in the license rights would become impaired.

The license
rights have an indefinite useful life. Accordingly, the rights are not amortized under accounting principles generally accepted in the United States. We test the carrying value of the license rights annually for impairment, and review their useful
life. Should the license rights be determined to be impaired, the value of the asset will be written down, and a loss recognized in the period in which the assets recorded value exceeds its fair value. In our review of the license rights for
the year ended December 31, 2008, we determined that the value of the license rights was not impaired.

Estimated Costs to
Complete Fixed-Price Contracts. We record revenues for fixed-price contracts under the percentage-of-completion method of accounting, whereby revenues are recognized ratably as those contracts are completed. This rate is based primarily on
the proportion of contract costs incurred to date to total contract costs projected to be incurred for the entire project, or the proportion of measurable output completed to date to total output anticipated for the entire project. We review our
estimates of costs to complete each contract quarterly, and make adjustments if necessary. At March 31, 2009, we do not believe that material changes to contract cost estimates at completion for any of our open contracts are reasonably likely
to occur.

Realization of Deferred Income Tax Assets. We provide a net deferred tax asset or liability equal to the expected
future tax benefit or expense of temporary reporting differences between financial reporting and tax accounting methods and any available operating loss or tax credit carryovers. At March 31, 2009, we had a deferred tax asset resulting
principally from our net operating loss deduction carryforward available for tax purposes in future years. This deferred tax asset is completely offset by a valuation allowance due to the uncertainty of realization. We evaluate the necessity of the
valuation allowance quarterly.



|ITEM 3. | QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | --------------------------------------------------------

Interest Rate RiskInterest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. We do not have significant short-term investments. Accordingly, we believe that we
do not have a material interest rate exposure.

Foreign Currency RiskOur functional currency is the United States dollar. We transact
business in foreign currencies. At the date a foreign currency transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction is measured and recorded in United States dollars using the exchange rate
in effect at that time. At each balance sheet date, balances that will be settled in foreign currencies are adjusted to reflect the current exchange rate. Any gain or loss resulting from changes in foreign currency exchange rates is included in net
income in the period in which the exchange rate changes.

Our transactions with Reduct NV are denominated in Euros. At March 31, 2009,
we had no liabilities denominated in Euros.

Commodity Price RiskBased on the nature of our business, we have no direct exposure to
commodity price risk.



|ITEM 4. | CONTROLS AND PROCEDURES.
|------- | ------------------------

Evaluation of Disclosure Controls
and Procedures

As of March 31, 2009, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized, and reported within the applicable time periods specified by the Commissions rules and forms. This includes controls and procedures designed to ensure that information required to be disclosed is accumulated
and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over
financial reporting during the three months ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



16



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##### Table of Contents

Changes in Internal Control over Financial Reporting

There was no significant change in the Companys internal control over financial reporting that occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

The Company is not a party to any material
pending legal proceedings. No such action is contemplated by the Company nor, to the best of its knowledge, has any action been threatened against the Company.



|ITEM 2. | SALES OF UNREGISTERED EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------



|        |  |                                                      
|------- |  | -----------------------------------------------------
|Exhibit |  | Description                                          
|31.1    |  | Rule 13a-14(a) Certification of Mark A. Smith        
|        | 
|31.2    |  | Rule 13a-14(a) Certification of Thomas R. Oxenreiter 
|        | 
|32.1    |  | Section 1350 Certification of Chief Executive Officer
|        | 
|32.2    |  | Section 1350 Certification of Chief Financial Officer



17



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##### Table of Contents

SIGNATURES

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.



|                      |  |                           |  |                         
|--------------------- |  | ------------------------- |  | ------------------------
|                      |  | Geospatial Holdings, Inc.
|                      |  | (Registrant)             
|                      |  |                          
|Date: October 9, 2009 |  | By:                       |  | /s/ Mark A. Smith       
|                      |  | Name:                     |  | Mark A. Smith           
|                      |  | Title:                    |  | Chief Executive Officer 
|                      |  |                          
|                      |  | By:                       |  | /s/ Thomas R. Oxenreiter
|                      |  | Name:                     |  | Thomas R. Oxenreiter    
|                      |  | Title:                    |  | Chief Financial Officer 



18