**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 June 30, 2009

 

Commission File Number 000-53182

 

 

| **GEO POINT TECHNOLOGIES, INC.**                                                   |
|------------------------------------------------------------------------------------|
| (Exact name of registrant as specified in its charter)                             |
|                                                                               |
| **Utah**                                                                           | **11-3797590** |
| (State or other jurisdiction of                                                    | (I.R.S. Employer Identification No.) |
| incorporation or organization)                                                     |   |
|                                                                               |
| **1306 East Edinger Avenue, Unit C**                                               |
| **Santa Ana, CA 92705**                                                            |
| (Address of principal executive offices)                                           |
|                                                                               |
| **(714) 665-8777**                                                                 |
| (Registrant’s telephone number)                                              |
|                                                                               |
| **n/a**                                                                            |
| (Former name, former address and former fiscal year, if changed since last report) |

 

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 | x | No | o |
|-----|---|----|---|

 

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 | o | No | o |
|-----|---|----|---|

 

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 | Accelerated filer **o**     |
|--------------------------------|----------------------------------|
| Non-accelerated filer o   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

| Yes | o | No | x |
|-----|---|----|---|

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. **As of August 14, 2009, issuer had 3,257,000 outstanding shares of common stock, par value $0.001.**

 

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**TABLE OF CONTENTS**

 

 

|                                     | **Page**                                                                      |
|------------------------------------------|-------------------------------------------------------------------------------|
|                                     |                                                                          |
| **PART I – FINANCIAL INFORMATION** |                                                                          |
|                                     | Item 1. Financial Statements.                                                 |   |
|                                     | Condensed Balance Sheets (Unaudited)                                          | 3 |
|                                     | Condensed Statements of Operations (Unaudited)                                | 4 |
|                                     | Condensed Statements of Cash Flows (Unaudited)                                | 5 |
|                                     | Notes to Condensed Financial Statements (Unaudited)                           | 6 |
|                                     | Item 2. Management’s Discussion and Analysis of Financial Condition and |   |
|                                     | Results of Operations..                                                       | 8 |
|                                     | Item 3. Quantitative and Qualitative Disclosures about Market Risk            | 10 |
|                                     | Item 4T. Controls and Procedures                                              | 10 |
|                                     |                                                                          |   |
| **PART II – OTHER INFORMATION**    |                                                                          |
|                                     | Item 6. Exhibits                                                              | 10 |
|                                     | Signature                                                                     | 11 |

 

 

2

 

 

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| **PART I – FINANCIAL INFORMATION**                                                     |
|----------------------------------------------------------------------------------------------|
|                                                                                              |
| **ITEM 1. FINANCIAL STATEMENTS**                                                             |
|                                                                                              |
| **GEO POINT TECHNOLOGIES, INC.**                                                             |
| **CONDENSED BALANCE SHEETS**                                                                 |
| **(Unaudited)**                                                                              |
|                                                                                              |
|                                                                                         |   | **June 30,** |   | **March 31,** |
|                                                                                         |   | **2009** |   | **2009** |
| **ASSETS**                                                                                   |   |   |   |   |
| **Current Assets**                                                                           |   |   |   |   |
| Cash                                                                                         |   | $       122,047  |   | $       156,807  |
| Accounts receivable, net of allowance for bad debt                                           |   |   |   |   |
| of $60,333 and $60,333, respectively                                                         |   | 56,122  |   | 11,228  |
| Prepaid expenses and other current assets                                                    |   | 3,825  |   | 4,125  |
| **Total Current Assets**                                                                     |   | 181,994  |   | 172,160  |
| Furniture and equipment, net of accumulated depreciation of $37,819 and                      |   |   |   |   |
| $34,819, respectively                                                                        |   | 10,358  |   | 13,358  |
| Other assets                                                                                 |   | 1,000  |   | 1,000  |
| **Total Assets**                                                                             |   | $       193,352  |   | $       186,518  |
|                                                                                         |   |   |   |   |
| **LIABILITIES AND SHAREHOLDERS' EQUITY**                                                     |   |   |   |   |
| **Current Liabilities**                                                                      |   |   |   |   |
| Accounts payable and accrued liabilities                                                     |   | $       84,580  |   | $       69,400  |
| Income taxes payable                                                                         |   | 12,266  |   | 13,887  |
| **Total Current Liabilities**                                                                |   | 96,846  |   | 83,287  |
|                                                                                         |   |   |   |   |
| **Shareholders' Equity**                                                                     |   |   |   |   |
| Preferred Stock - $0.001 par value; 5,000,000 shares authorized;                             |   |   |   |   |
| none outstanding                                                                             |   | -  |   | -  |
| Common stock - $0.001 par value; 100,000,000 shares authorized;                              |   |   |   |   |
| 3,257,000 and 3,257,000 shares issued and outstanding, respectively                          |   | 3,257  |   | 3,257  |
| Additional paid-in capital                                                                   |   | 246,693  |   | 246,693  |
| Accumulated deficit                                                                          |   | (153,444) |   | (146,719) |
| **Total Shareholders' Equity**                                                               |   | 96,506  |   | 103,231  |
| **Total Liabilities and Shareholders' Equity**                                               |   | $       193,352  |   | $       186,518  |
|                                                                                              |  |  |  |  |
| 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**                                            |   |
|                                                                                         |   | **June 30,**                                                              |   |
|                                                                                         |   | **2009**                                                                  |   | **2008**                                                                                  |   |
|                                                                                         |   |                                                                      |   |                                                                                      |   |
| **Sales**                                                                                    |   | $          57,624  |   | $          70,133                  |   |
| **Cost of Sales**                                                                            |   | 26,675                                                               |   | 19,604                                                                               |   |
| **Gross Profit**                                                                             |   | 30,949                                                               |   | 50,529                                                                               |   |
| **Operating Expenses**                                                                       |   |                                                                      |   |                                                                                      |   |
| General and administrative expenses                                                          |   | 37,700                                                               |   | 45,611                                                                               |   |
| **Total Operating Expenses**                                                                 |   | 37,700                                                               |   | 45,611                                                                               |   |
| **Operating Income (Loss)**                                                                  |   | (6,751)                                                                   |   | 4,918                                                                                |   |
| Other income (expense)                                                                       |   | 26                                                                   |   | 726                                                                                  |   |
| **Net Income (Loss)**                                                                        |   | $          (6,725)      |   | $           5,644             |   |
|                                                                                         |   |                                                                      |   |                                                                                      |   |
| **Basic and Diluted Income (Loss) per Share**                                                |   | $           (0.00) |   | $             0.00  |   |
| **Basic and Diluted Weighted-Average**                                                       |   |                                                                      |   |                                                                                      |   |
| **Common Shares Outstanding**                                                                |   | 3,257,000                                                            |   | 3,257,000                                                                            |   |
|                                                                                              |        |                                                                           |        |                                                                                           |        |
| The accompanying notes are an integral part of the condensed unaudited financial statements. |
|                                                                                              |        |                                                                           |        |                                                                                           |        |
| 4                                                                                            |
|                                                                                         |   |                                                                      |   |                                                                                      |   |

 

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| **GEO POINT TECHNOLOGIES, INC.**                                                             |
|----------------------------------------------------------------------------------------------|
| **CONDENSED STATEMENTS OF CASH FLOWS**                                                       |
| **(Unaudited)**                                                                              |
|                                                                                              |
|                                                                                         |   | **For the Three Months Ended** |
|                                                                                         |   | **June 30,** |
|                                                                                         |   | **2009** |   | **2008** |
|                                                                                         |   |   |   |   |
| **Cash Flows from Operating Activities:**                                                    |   |   |   |   |
| Net income (loss)                                                                            |   | $           (6,725) |   | $           5,644  |
| Adjustments to reconcile net income (loss) to net cash                                       |   |   |   |   |
| from operating activities:                                                                   |   |   |   |   |
| Depreciation                                                                                 |   | 3,000  |   | 3,000  |
| Changes in assets and liabilities:                                                           |   |   |   |   |
| Accounts receivable                                                                          |   | (44,894) |   | (22,408) |
| Prepaid expenses and other current assets                                                    |   | 300  |   | -  |
| Accounts payable and accrued liabilities                                                     |   | 15,180  |   | (5,651) |
| Income taxes payable                                                                         |   | (1,621) |   | -  |
| **Net Cash Used in Operating Activities**                                                    |   | (34,760) |   | (19,415) |
| **Cash Flows from Investing Activities:**                                                    |   |   |   |   |
| Purchase of property and equipment                                                           |   | -  |   | (664) |
| **Net Cash Used in Investing Activities**                                               | -  |   | (664) |
| **Net Change in Cash**                                                                       |   | (34,760) |   | (20,079) |
| **Cash at Beginning of Period**                                                              |   | 156,807  |   | 192,720  |
| **Cash at End of Period**                                                                    |   | $          122,047  |   | $          172,641  |
|                                                                                         |   |   |   |   |
|                                                                                         |   |   |   |   |
| **Supplement Disclosure of Cash Flow Information:**                                          |   |   |   |   |
| Cash paid for interest                                                                       |   | $                     -  |   | $                     -  |
| Cash paid for income taxes                                                                   |   | $              1,621  |   | $                     -  |
|                                                                                              |  |  |  |  |
| The accompanying notes are an integral part of the condensed unaudited financial statements. |
|                                                                                              |
| 5                                                                                            |

 

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**GEO POINT TECHNOLOGIES, INC.**

**NOTES TO THE CONDENSED FINANCIAL STATEMENTS**

**JUNE 30, 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 Unites States of America 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 with the SEC.

 

The results of operations for the three months ended June 30, 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 accounting principles generally accepted in the United States of America, or 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.

 

*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 June 30, 2009. 

 

6

 

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*Allowances for Doubtful Accounts*

 

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. 

 

*Concentrations*

 

Three customers represented 77% of total sales for the three months ended June 30, 2009. Two of these customers accounted for 31% of the gross accounts receivable balance as of June 30, 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 June 30, 2009 and 2008, the Company did not have any dilutive securities.

 

*Recent Accounting Pronouncements*

 

In June 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards, or SFAS, No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. GAAP            recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification will supersede all then-existing non-SEC accounting and reporting standards. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. In the FASB’s view, the issuance of SFAS 168 and the Codification will not            change GAAP, and therefore we do not expect the adoption of SFAS 168 to have an effect on our consolidated financial statements or disclosures.

 

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which modifies the subsequent event guidance in AICPA AU Section 560. The three modifications to the subsequent events guidance in AU Section 560 are: (1) to name the two types of subsequent events either as recognized or non-recognized subsequent events; (2) to modify the definition of            subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued; and (3) to require entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date, i.e. whether that date represents the date the financial statements were issued or were available to be issued. The Company adopted this standard, as required, for the period ended            June 30, 2009. Adoption of SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements. 

 

7

 

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**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.

 

8

 

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***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 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 June 30, 2009 and 2008***

 

*Revenues*. Revenues for the three months ended June 30, 2009, were $57,624, a decrease of $12,509, compared to revenues of $70,133 for the same quarter in fiscal year 2008. The decrease in revenues was due primarily to the completion of two significant contracts during the first quarter of fiscal 2008 in addition to increased competition from competitive            proposals.

 

*Cost of Revenues*. Cost of revenues for the three months ended June 30, 2009, was $26,675, an increase of $7,071, compared to cost of revenues of $19,604 for the same quarter in fiscal year 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 the three months ended June 30, 2009, were $37,700, a decrease of $7,911, compared to general and administrative expenses of $45,611 for the same quarter in fiscal year 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 three months ended June 30, 2009, was $34,760, compared to net cash used in operating activities for the three months ended June 30, 2008, of $19,415. The increase in 2009 was directly related to the increase in net loss and accounts receivable balances. 

 

**Liquidity and Capital Resources**

 

As of June 30, 2009, our principal source of liquidity was cash totaling $122,047. The primary source of our liquidity during the three months ended June 30, 2009, was the cash on hand, which funded our operations.

 

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.

 

9

 

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**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 June 30, 2009, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of June 30, 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.

 

**PART II – OTHER INFORMATION**

 

**ITEM 6. EXHIBITS**

 

The following exhibits are filed as a part of this report:

 

| **Exhibit Number*** |   |  

**Title of Document**                                                                                                                                                |   |  

**Location** |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|
|                |   |                                                                                                                                                                         |   |                 |
| **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. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

10

 

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**SIGNATURE**

 

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

 

|                  | GEO POINT TECHNOLOGIES, INC. |
|-----------------------|------------------------------|
|                  |                         | (Registrant) |
|                  |                         |   |
|                  |                         |   |
|                  |                         |   |
| Date: August 14, 2009 | By:                          | /s/ William C. Lachmar |
|                  |                         | William C. Lachmar, President, 

Chief Executive Officer, and 

Chief Financial Officer |

 

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