**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-Q**

 

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

For the quarterly period ended December 31, 2008

 

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 incorporation or organization)                     | (I.R.S. Employer Identification No.) |
|                                                                               |
| **1510 East Edinger Avenue, Unit B**

**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 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 February 11, 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            | 11 |
|                                     | Item 4T. Controls and Procedures                                              | 11 |
|                                     |                                                                          |   |
| **PART II – OTHER INFORMATION**    |                                                                          |
|                                     | Item 6. Exhibits                                                              | 12 |
|                                     | Signature                                                                     | 12 |

 

 

2

 

 

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**PART I – FINANCIAL INFORMATION**

 

**ITEM 1. FINANCIAL STATEMENTS**

 

**GEO POINT TECHNOLOGIES, INC.**

**CONDENSED BALANCE SHEETS**

 

|                                                                |   | **December 31,**                                                          |   | **March 31,**                                                                   |
|---------------------------------------------------------------------|--------|---------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                                                |   | **2008**                                                                  |   | **2008**                                                                        |
|                                                                |   | **(unaudited)**                                                           |   |                                                                            |
| **ASSETS**                                                          |   |                                                                      |   |                                                                            |
| **Current Assets**                                                  |   |                                                                      |   |                                                                            |
| Cash                                                                |   | $         107,867       |   | $         192,720             |
| Accounts receivable, net of allowance for bad debt                  |   |                                                                      |   |                                                                            |
| of $85,000 and $47,296, respectively                                |   | 104,650                                                              |   | 101,188                                                                    |
| Prepaid expenses and other current assets                           |   | 3,225                                                                |   | 3,225                                                                      |
| **Total Current Assets**                                            |   | 215,742                                                              |   | 297,133                                                                    |
| Furniture and equipment, net of accumulated depreciation of $31,336 |   |                                                                      |   |                                                                            |
| and $22,336, respectively                                           |   | 21,000                                                               |   | 24,041                                                                     |
| Other assets                                                        |   | 1,000                                                                |   | 1,000                                                                      |
| **Total Assets**                                                    |   | $         237,742       |   | $         322,174             |
|                                                                |   |                                                                      |   |                                                                            |
| **LIABILITIES AND SHAREHOLDERS' EQUITY**                            |   |                                                                      |   |                                                                            |
| **Current Liabilities**                                             |   |                                                                      |   |                                                                            |
| Accounts payable and accrued liabilities                            |   | $          32,816  |   | $           76,778  |
| Income taxes payable                                                |   | 13,887                                                               |   | 13,887                                                                     |
| **Total Current Liabilities**                                       |   | 46,703                                                               |   | 90,665                                                                     |
|                                                                |   |                                                                      |   |                                                                            |
| **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                                                 |   | (58,911)                                                                  |   | (18,441)                                                                        |
| **Total Shareholders' Equity**                                      |   | 191,039                                                              |   | 231,509                                                                    |
| **Total Liabilities and Shareholders' Equity**                      |   | $         237,742       |   | $         322,174             |
|                                                                |   |                                                                      |   |                                                                            |

 

 

 

The accompanying notes are an integral part of the unaudited financial statements.

 

3

 

 

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**GEO POINT TECHNOLOGIES, INC.**

**CONDENSED STATEMENTS OF OPERATIONS**

**(Unaudited)**

 

|                                       |   | **For the Three Months Ended**                                                                 |   | **For the Nine Months Ended**                                                   |
|--------------------------------------------|--------|------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                                       |   | **December 31,**                                                                               |   | **December 31,**                                                                |
|                                       |   | **2008**                                                                                       |   | **2007**                                                                        |   | **2008** |   | **2007** |
|                                       |   |                                                                                           |   |                                                                            |   |   |   |   |
| **Sales**                                  |   | $              851  |   | $         37,053              |   | $       157,750  |   | $        112,981  |
| **Cost of Sales**                          |   | 1,140                                                                                     |   | 4,754                                                                      |   | 37,601  |   | 17,856  |
| **Gross Profit (Loss)**                    |   | (289)                                                                                          |   | 32,299                                                                     |   | 120,149  |   | 95,125  |
| **Operating Expenses -**                   |   |                                                                                           |   |                                                                            |   |   |   |   |
| General and administrative expenses        |   | 45,942                                                                                    |   | 83,264                                                                     |   | 162,432  |   | 175,236  |
| **Total Operating Expenses**               |   | 45,942                                                                                    |   | 83,264                                                                     |   | 162,432  |   | 175,236  |
| **Operating Loss**                         |   | (46,231)                                                                                       |   | (50,965)                                                                        |   | (42,283) |   | (80,111) |
| Other income (expense)                     |   | 561                                                                                       |   | (5,081)                                                                         |   | 1,813  |   | (9,786) |
| **Loss before provision for income taxes** |   | (45,670)                                                                                       |   | (56,046)                                                                        |   | (40,470) |   | (89,897) |
| Provision for income taxes                 |   | -                                                                                         |   | -                                                                          |   | -  |   | -  |
| **Net Loss**                               |   | $        (45,670)                                      |   | $        (56,046)                       |   | $        (40,470) |   | $        (89,897) |
|                                       |   |                                                                                           |   |                                                                            |   |   |   |   |
| **Basic and Diluted Loss per Share**       |   | $            (0.01)                |   | $            (0.02) |   | $            (0.01) |   | $            (0.03) |
| **Basic and Diluted Weighted-Average**     |   |                                                                                           |   |                                                                            |   |   |   |   |
| **Common Shares Outstanding**              |   | 3,257,000                                                                                 |   | 3,027,587                                                                  |   | 3,257,000  |   | 3,009,229  |

 

 

The accompanying notes are an integral part of the unaudited financial statements.

 

4

 

 

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**GEO POINT TECHNOLOGIES, INC.**

**CONDENSED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 

|                                                    |    | **For the Nine Months Ended**                                                                                                          |
|---------------------------------------------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |    | **December 31,**                                                                                                                       |
|                                                    |    | **2008**                                                                                                                               |   | **2007** |
|                                                    |    |                                                                                                                                   |   |   |
| **Cash Flows from Operating Activities:**               |    |                                                                                                                                   |   |   |
| Net loss                                                |    | $           (40,470)                                                            |   | $           (89,897) |
| Adjustments to reconcile net loss to net cash           |    |                                                                                                                                   |   |   |
| from operating activities:                              |    |                                                                                                                                   |   |   |
| Depreciation                                            |    | 9,000                                                                                                                             |   | 7,491  |
| Bad debt                                                |    | 64,880                                                                                                                            |   | 14,348  |
| Changes in assets and liabilities:                      |    |                                                                                                                                   |   |   |
| Accounts receivable                                     |    | (68,342)                                                                                                                               |   | (31,114) |
| Prepaid expenses and other current assets               |    | -                                                                                                                                 |   | 4,232  |
| Accounts payable and accrued liabilities                |    | (43,962)                                                                                                                               |   | (16,851) |
| **Net Cash Used in Operating Activities**               |    | (78,894)                                                                                                                               |   | (111,791) |
| **Cash Flows from Investing Activities:**               |    |                                                                                                                                   |   |   |
| Purchase of property and equipment                      |    | (5,959)                                                                                                                                |   | (9,131) |
| Repayment from related party notes receivable           |    | -                                                                                                                                 |   | 20,000  |
| **Net Cash Provided by (Used in) Investing Activities** | (5,959) |                                                                                                                                   | 10,869  |
| **Cash Flows from Financing Activities:**               |    |                                                                                                                                   |   |   |
| Proceeds from issuance of common shares                 |    | -                                                                                                                                 |   | 211,500  |
| **Cash Flows Provided by Financing Activities:**        |    | -                                                                                                                                 |   | 211,500  |
| **Net Change in Cash**                                  |    | (84,853)                                                                                                                               |   | 110,578  |
| **Cash at Beginning of Period**                         |    | 192,720                                                                                                                           |   | 172,828  |
| **Cash at End of Period**                               |    | $          107,867                                                              |   | $           283,406  |
|                                                    |    |                                                                                                                                   |   |   |
|                                                    |    |                                                                                                                                   |   |   |
| **Supplement Disclosure of Cash Flow Information:**     |    |                                                                                                                                   |   |   |
| Cash paid for interest                                  |    | $                     -  |   | $              7,428  |
| Cash paid for income taxes                              |    | $                     -  |   | $            11,414  |
|                                                    |    |                                                                                                                                   |   |   |

 

 

The accompanying notes are an integral part of the unaudited financial statements.

 

5

 

 

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**GEO POINT TECHNOLOGIES, INC.**

**NOTES TO THE CONDENSED FINANCIAL STATEMENTS**

**DECEMBER 31, 2008**

**(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. Certain information and disclosures normally included in the annual financial statements prepared in accordance with the 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 audited financial statements of the Company for the year ended March 31, 2008.

 

The results of operations for the three and nine months ended December 31, 2008 and 2007, are not necessarily indicative of the results that may be expected for the full year.

 

*Revenue Recognition*

 

The Company recognizes revenue when it is realized and earned. The Company considers revenue realized or realizable and earned when: (1) it has persuasive evidence of an arrangement; (2) services have been rendered and are invoiced; (3) the price is fixed or determinable; and (4) collectibility is reasonably assured.

 

The Company’s primary source of revenue has been in its environmental division, providing historical site data searches, preliminary investigation and drilling, site characterization modeling, regulatory agency liaison, and full environmental clean-ups.

 

6

 

 

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The Company also has operations associated with the oil and gas segment that have limited activity and have not yet generated revenues. 

 

*Use of Estimates*

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 December 31, 2008.

 

*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. The Company increased the allowance by $35,000 during the three months ended December 31,            2008. This increase related to one customer and was needed due to the declining financial position of the customer and a decrease in value of the assets securing the receivable.

 

*Concentrations*

 

One customer represents 33% of total sales for the nine months ended December 31, 2008, and 65% of the gross accounts receivable balance as of December 31, 2008. The loss of this customer would adversely affect the Company.

 

*Segment Reporting*

 

The Company reports its segments under Statement of Financial Accounting Standard, or SFAS, No. 131,*Disclosures about Segments of an Enterprise and Related Information*(“SFAS 131”), which establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those            segments to be presented in interim financial reports issued to stockholders. SFAS 131 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. At December 31,            2008 and 2007, the Company had two reporting segments under SFAS 131; environmental and engineering services, and oil and gas properties. During fiscal 2007, the Company commenced its oil and gas operations. At December 31, 2008 and 2007, this segment had no assets, no revenues, and limited expenses. All other assets and revenues were from the environmental division.

 

7

 

 

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*Basic and Diluted Loss per Common Share*

 

Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding during the period. Diluted loss per share reflects the potential dilution to basic earnings per share that could occur upon conversion or exercise of securities, options, or other such items to common shares using the treasury stock method, based upon the weighted average fair value of the            Company’s common shares during the period. As of December 31, 2008 and 2007, the Company did not have any dilutive securities.

 

*Recent Accounting Pronouncements*

 

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157,*Fair Value Measurements*(SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 related to financial            assets and financial liabilities were effective during 2008. With respect to certain nonfinancial assets and nonfinancial liabilities, SFAS 157 is effective for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Company does not expect that the adoption of SFAS 157 with respect to nonfinancial assets and nonfinancial liabilities will have a material impact on its financial statements.

 

In May 2008, the Financial Accounting Standards Board issued SFAS No. 162,*The Hierarchy of Generally Accepted Accounting Principles*(“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are            presented in conformity with GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect the adoption of this statement to have a material impact on its results of operations, financial position, or cash            flows.

 

**ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF            FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear elsewhere in this report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ            materially from those discussed in 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.

 

In the future, we intend to shift our focus to identifying and developing drillable oil and gas prospects through the use of our hydrocarbon indicating methods and technology, or “HI Technology.” We believe our HI Technology will reduce the finding costs associated with oil and gas exploration.

 

8

 

 

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**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 supplies, parts, and direct labor related to the fulfillment of the final deliverable. These costs are charged to expense on a per-job basis.

 

***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.

 

***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 December 31, 2008 and 2007***

 

*Revenues*. Revenues for the three months ended December 31, 2008, were $851, a decrease of $36,202 below revenues of $37,053 for the comparable period in 2007. The decrease in revenues was due primarily to the fact that the state of California terminated our contractors license during the quarter as a result of our change of domicile from California to            Utah, which brought a halt to the majority of our operations while we obtained a new contractors license as a Utah corporation. The new contractors license is in place and the Company is currently in good standing subsequent to quarter end.

 

9

 

 

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*Cost of Revenues*. Cost of revenues for 2008 was $1,140, a decrease of $3,614 below cost of revenues of $4,754 for 2007. The decrease in cost of revenues from 2008 to 2007 was related to the suspension of our contractors license.

 

*General and Administrative Expenses*. General and administrative expenses for 2008 were $45,942, a decrease of $37,322 below general and administrative expenses of $83,264 for 2007. This decrease was primarily due to the professional service-related fees paid to attorneys, consultants, and accountants during the third quarter of fiscal 2007.

 

***Comparison of Nine Months Ended December 31, 2008 and 2007***

 

*Revenues*. Revenues for the nine months ended December 31, 2008, were $157,750, an increase of $44,769 over revenues of $112,981 for the comparable period in 2007. The increase in revenues was due primarily to services related to a few significant contracts that were completed during the period. In addition, in 2007 the downturn in the construction            industry resulted in less demand for our services.

 

*Cost of Revenues*. Cost of revenues for 2008 was $37,601, an increase of $19,745 over cost of revenues of $17,856 for 2007. The increase in cost of revenues from 2008 to 2007 was directly related to the increase in revenues and the lower margins obtained on one project during the three months ended June 30, 2008, in which we could not be reimbursed on            some of the costs incurred.

 

*General and Administrative Expenses*. General and administrative expenses for 2008 were $162,432, a decrease of $12,804 below general and administrative expenses of $175,236 for 2007. This decrease was primarily due to the increase in professional service-related fees paid to attorneys, consultants, and accountants during fiscal 2007.

 

***Cash Flows from Operating Activities***

 

*Net Cash Used in Operating Activities*. Net cash used in operating activities during the nine months ended December 31, 2008, was $78,894, compared to net cash used in operating activities for the nine months ended December 31, 2007, of $111,791. The decrease in 2008 was directly related to the smaller net loss due to increased margins and a decrease in            general and administrative expenses.

 

*Net Cash Used in Investing Activities*. Net cash used in investing activities during the nine months ended December 31, 2008, was $5,959 compared to cash provided by investing activities of $10,869, which consisted of expenditures for purchases of property and equipment and a $20,000 payment on a shareholder note receivable in 2007.

 

*Net Cash Provided by Financing Activities*. Net cash provided by financing activities during the nine months ended December 31, 2008, was $0 compared to cash provided by financing activities of $211,500, which was the result of a private placement of our common stock in fiscal 2007.

 

**Liquidity and Capital Resources**

 

As of December 31, 2008, our principal source of liquidity was cash totaling $107,867. The primary source of our liquidity during the nine months ended December 31, 2008, was the cash on hand, which funded our operations.

 

10

 

 

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As of March 31, 2008, our principal source of liquidity was cash totaling $192,720. The primary source of our liquidity during the year ended March 31, 2008, was net proceeds of $249,700 from a private placement of our common stock.

 

We believe that our current cash together with our expected cash flows from operations will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures, including our marketing efforts, for at least the next 12 months.

 

**Off-Balance Sheet Arrangements**

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

 

**ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

Not applicable.

 

**ITEM 4T. CONTROLS AND PROCEDURES**

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and            forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act)            as of December 31, 2008, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were effective.

 

There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

11

 

 

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

 

**SIGNATURE**

 

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

 

|                    | GEO POINT TECHNOLOGIES, INC. |
|-------------------------|------------------------------|
|                    |                         | (Registrant) |
|                    |                         |   |
|                    |                         |   |
|                    |                         |   |
| Date: February 11, 2009 | By:                          | /s/ William C. Lachmar |
|                    |                         | William C. Lachmar, President,

Chief Executive Officer, and

Chief Financial Officer |

 

 

12