UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED:      March 31,September 30, 2019

OR

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

for the transition period from ___________ to ______________

COMMISSION FILE NUMBER:  000-55937

GEOSPATIAL CORPORATION

(Exact name of registrant as specified in its charter)

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PART I - FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-Q for the fiscal year ended December 31, 2018, which we filed with the Securities and Exchange Commission (“SEC”) on April 16, 2019.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

GEOSPATIAL CORPORATION

INDEX

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

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

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

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

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Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

March 31,September 30, 2019

Note 1 – Basis of Presentation

The Unaudited Consolidated Financial Statements included herein have been prepared by Geospatial Corporation (the “Company”"Company") in accordance with accounting principles generally accepted in the United States of America for interim financial information and regulations issued pursuant to the Securities Exchange Act of 1934, as amended.  Accordingly, the accompanying Unaudited Consolidated Financial Statements do not include all the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements.  The accompanying Unaudited Consolidated Financial Statements as of and for the threenine months ended March 31,September 30, 2019 should be read in conjunction with the Company’sCompany's Financial Statements as of and for the year ended December 31, 2018.  In the opinion of the Company’sCompany's management, all adjustments considered necessary for a fair presentation of the accompanying Unaudited Consolidated Financial Statements have been included, and all adjustments, unless otherwise discussed in the Notes to the Unaudited Consolidated Financial Statements, are of a normal and recurring nature.  Operating results for the threenine months ended March 31,September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other interim periods, or any future year or period.

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.

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, Geospatial Mapping Systems, Inc. and Utility Services and Consulting Corporation, which ceased operations in 2011.  All intercompany accounts and transactions have been eliminated.

On June 12, 2019, the Company's board of directors appointed David M. Truitt as the Company's chief executive officer, director, and chairman of the Company's board of directors.  Accordingly, notes payable by the Company to Mr. Truitt that were presented as notes payable in the Company's financial statements as of and for the year ended December 31, 2018 have been reclassified to notes payable to related party.

Note 2 – Accrued Expenses

Accrued expenses consisted of the following:

Note 3 – Related-Party Transactions

David M. Truitt is the Company’s chairman and chief executive officer.  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, technical, and operations staff.outstanding notes payable due to Mr. Smith has agreed to suspend collection of rent effective April 1, 2016.  No rent will accrue during the suspension.  The lease is cancellable by either party upon 30 days’ notice.  The Company incurred no lease expense during the three months ended March 31, 2019 and 2018.  Truitt as follows:  

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Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

March 31,September 30, 2019

Note 4 – Notes Payable

Current notesNotes payable consisted of the following:

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Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

September 30, 2019

Note 5 – Income Taxes

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

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

Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

March 31, 2019

Significant components of the Company’s deferred tax assets and liabilities are summarized below.  A valuation allowance has been established as realization of such assets has not met the more-likely-than-not threshold requirement under FASB ASC 740.

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Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

September 30, 2019

Note 6 – Net Income (Loss) Per Share of Common Stock

Basic net income (loss) per share of common stock are computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per share reflects per share amounts that would have resulted if dilutive potential common stock had been converted to common stock.  Dilutive potential common shares are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value.  The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.  

The following reconciles amounts reported in the financial statements:

The following securities were not included in the computation of diluted net loss per share, as their effect would have been anti-dilutive:  

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Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

September 30, 2019

Note 7 – Stock-Based Payments

During the threenine months ended March 31,September 30, 2019, the Company granted warrants to purchase 2,833,332 shares of the Company’s common stock to investors in connection with investments in the Company’s common stock.  

During the threenine months ended March 31,September 30, 2019, the Company granted 750,0004,350,000 shares of the Company’s common stock to a consultantconsultants in consideration for services.services rendered.  The Company recorded expense of $11,250,$65,250, the fair value of the services received.  

Geospatial Corporation and Subsidiaries

Notes to Unaudited Financial Statements

March 31, 2019

During the threenine months ended March 31,September 30, 2019, the Company granted stock appreciation rights on 1,000,0002,100,000 shares of common stock to an eligible employeeemployees pursuant to the 2013 Equity Incentive Plan.    

Note 8 – Gains on Extinguishment of Debt

Due to significant cash flow problems, the Company has negotiated concessions on the amounts of certain liabilities and extensions of payment terms.  The Company accounts for such concessions in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 470-60, Troubled Debt Restructurings by Debtors,, and ASC 405-20, Extinguishment of Liabilities,, and recognizes gains to the extent that the carrying value of the liability exceeds the fair value of the restructured payment plan.  Such gains are included as “Gains on extinguishment of debt” in “Other income and expenses” on the Company’s Consolidated Statement of Operations.  In addition, the Company has accounts payable that have aged or are expected to age beyond the statute of limitations.  The Company is amortizing those liabilities over the remaining term of the statute of limitations.  During the nine months ended September 30, 2019, the Company recorded gains on extinguishment of debt of $78,121.  No gains on extinguishment of debt were recorded during the threenine months ended March 31, 2019 andSeptember 30, 2018.  

Note 9 – Registration Payment Arrangements

The Company is contractually obligated to issue shares of its common stock to certain investors for failure to register shares of its common stock under the Securities Act of 1933, as amended (the “Securities Act”).  The Company has recorded a liability for the estimated number of shares to be issued at the fair value of the stock to be issued.  The Company measures fair value by the price of its common stock at its most recent sale.  The Company reviews its estimate of the number of shares to be issued and the fair value of the stock to be issued quarterly.  The liability is included on the Consolidated Balance Sheet under the heading “accrued registration payment arrangement,” and amounted to $76,067 and $76,337 at March 31,September 30, 2019 and December 31, 2018.2018, respectively.  Gains or losses resulting from changes in the carrying amount of the liability are included in the Consolidated Statement of Operations in other income and expense under the heading “registration payment arrangements”.  The Company had no gain or loss from registration payment arrangements during the threenine months ended March 31,September 30, 2019 and 2018.  

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ITEM 2:MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

You should read the followingThis Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) togetherincludes a number of forward-looking statements that reflect Management’s current views with ourrespect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and notes thereto“continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of the Company and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

Readers are urged to carefully review and consider the various disclosures made by the Company in this report and in its other reports filed with the Securities and Exchange Commission. Important factors currently known to the Company could cause actual results to differ materially from those in forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. The Company believes that its assumptions are based upon reasonable data derived from and known about its business and operations. No assurances are made that actual results of operations or the results of the Company’s future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the year ended December 31, 2018, filed with our Annual Report on Form 10-K on April 16, 2019,Company’s services, fluctuations in pricing for materials, and our financial statements and notes thereto as of and for the three months ended March 31, 2019, which appear elsewhere in this Quarterly Report on Form 10-Q.  competition.

The financial statements as of and for the years ended December 31, 2018 and 2017 include a summary of our significant accounting policies and should be read in conjunction with the discussion below.  In the opinion of management, all material adjustments necessary to present fairly the consolidated results of operations for such periods have been included in these audited consolidated financial statements. All such adjustments are of a normal recurring nature.

Overview

We provide cloud-based geospatial solutions to accurately locate and digitally map underground pipelines and other infrastructure in three dimensions. Our professional staff offers the expertise, ability, and technologies required to design and execute solutions that are delivered in a cloud-based GIS (geographic information system) platform.

We believe that the market for aggregating and maintaining positional data for underground assets is maturing, and that business and governmental entities are beginning to understand the value of such data.  We believe that this developing market presents us with an opportunity to deliver long-term value to our shareholders.  In order to realize that value, our primary challenge is to raise working capital sufficient to operate our business, and investment capital to hire employees, acquire assets, and expand our business.  Management is currently  focused on raising capital, and planning to position our business to capitalize on the maturing market for positional data, once such capital is in place, including identifying new technologies for aggregating positional data, developing proprietary deliverables that enable the Company to deliver value to our GeoUnderground software,customers quickly and inexpensively, and planning the strategies and processes for our upcoming marketing campaigns.  We use financial and non-financial performance indicators to assess our business, including liquidity measures, revenues, gross margins, operating revenue, and backlog.

Results of Operations

The following discussion should be read in conjunction with our financial statements for the periods ended March 31,September 30, 2019 and 2018 and the related notes thereto.

Results of Operations for the Three Monthsand Nine months ended March 31,September 30, 2019 and 2018

We had sales of $66,100$129,800 and $177,814$272,800 during the three and nine months, respectively, ended March 31, 2019 and 2018, respectively.September 30, 2019.  Cost of sales was $20,909$38,827 and $42,639$83,136 for the three and nine months, respectively, ended March 31, 2019September 30, 2019.  Sales were $259,554 and 2018, respectively.$700,122 during the three and nine months, respectively, ended September 30, 2018.  Cost of sales was $71,311 and $169,891 for the three and nine months, respectively, ended September 30, 2018.  Our sales have fluctuated throughout 2019 and 2018 as our ability to market and perform jobs was hampered by our financial condition.  We expect sales and cost of sales to continue to fluctuate as our business continues to mature.

Selling, general, and administrative (“SG&A”) expenses were $339,127$260,602 and $463,145$853,972 for the three and nine months, respectively, ended September 30, 2019.  SG&A expenses were $299,962 and $1,151,087 for the three and nine months, respectively, ended September 30, 2018.  The decreases in SG&A costs for the three months ended March 31,September 30, 2019 andcompared to the three months ended September 30, 2018 respectively.  Thewere due to a decrease in SG&A costs waspayroll cost due to decreases in payroll costs due tothe resignation of our former chief executive officer and reductions in sales and technical headcount, and insurance costsheadcount.  The reduction in SG&A expense for the nine-month periods is also due to a decrease in insurance expense due to a reduction in insurance.insurance coverage.   

Other income and expense for the three and nine months ended March 31,September 30, 2019 and 2018 werewas net expense of $80,574$77,653 for the three months ended September 30, 2019, which consisted entirely of interest expense, and $109,038, respectively,net expense of $151,312 for the nine months ended September 30, 2019, which included interest expense of $80,625$229,484, gain on extinguishment of debt of $78,121, and gain on foreign currency exchange of $51 during$51.  Other income and expense for the three and nine months ended September 30, 2018 was net expense of $99,285 for  the three months ended March 31, 2019, andSeptember 30, 2018, which included interest expense of $110,749$100,060, and a gain on foreign currency exchange of $775, and net expense of $313,708 for the nine months ended September 30, 2018, which included interest expense of $314,338, other income of $1,711, during the three months ended March 31, 2018.a loss on disposal of equipment of $1,856, and gain on foreign currency exchange of $775.  The decrease in interest expense in 2019 was due to amortization of deferred debt issuance costs on the Truitt Notes that were fully amortized in 2018.  The Company had no such amortization expense in 2019.  The gain on extinguishment of debt in 2019 was due to forgiveness of debt by our former chief executive officer upon his resignation.  

Gains or expense related to registration payment arrangements result from a series of Stock Subscription Agreements we entered into in 2009 and 2010 (the “Stock Subscription Agreements”).  We were required to register the shares of common stock sold pursuant to the Stock Subscription Agreements under the Securities Act.  Our failure to timely register the shares of common stock under the Securities Act timely resulted in our obligation to issue additional shares (“Penalty Shares”) to investors who purchased shares pursuant to the Stock Subscription Agreements.  We recorded a liability on our books for the value of the estimated number of shares to be issued.  We incur losses on our registration payment arrangements when the estimated number of Penalty

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Shares to be issued increases, or when the value of our common stock increases.  We record gains on our registration payment arrangements when the estimated number of Penalty Shares to be issued decreases, or when the value of our common stock decreases.  We had no gains or losses related to registration payment arrangements during the three and nine months ended March 31,September 30, 2019 and 2018.  We expect that income or expense related to registration payment arrangements will fluctuate as the price of our common stock and the estimate of the number of Penalty Shares to be issued fluctuate.

We had no benefit from income taxes during the three and nine months ended March 31,September 30, 2019 and 2018, as our deferred tax benefit was completely offset by a valuation allowance due to the uncertainty of realization of the benefit.

Liquidity and Capital Resources

At March 31,September 30, 2019, we had current assets of $334,665,$104,080, and current liabilities of $3,844,668.

$3,655,701.  Our Company has incurred net losses since inception.  Our operations and capital requirements have been funded by sales of our common and preferred stock, advances from our chief executive officer, and issuance of notes payable.  At March 31,September 30, 2019, current liabilities exceeded current assets by $3,510,003,$3,551,621, and total liabilities exceeded total assets by $3,509,210.$3,544,821.  Those factors raise doubts about our ability to continue as a going concern.

On April 2, 2015, we entered into a Note and Warrant Purchase Agreement with David M. Truitt, pursuant to which Mr. Truitt loaned us $1,000,000 pursuant to a Secured Note Payable (as amended, the “Truitt Note”) that is secured by substantially all of the Company’s assets, and is convertible at the holder’s option to shares of the Company’s common stock at a discount to our trading value.  Mr. Truitt was appointed as the Company’s chief executive officer and chairman of the board of directors on June 12, 2019.  The Truitt Note was originally due on October 2, 2015.  On January 26,

2016, we entered into an Agreement and Amendment with Mr. Truitt (the “January 2016 Amendment”), pursuant to which Mr. Truitt loaned us an additional $250,000, and extended the due date of the Truitt Note to July 31, 2016.  We also issued Mr. Truitt warrants to purchase 25.0 million shares of our common stock in connection with the January 2016 Amendment.  On August 12, 2016, we entered into an Agreement and Amendment with Mr. Truitt (the “August 2016 Amendment”), pursuant to which Mr. Truitt agreed to extend the maturity date of the Truitt Note to January 31, 2017, in consideration for the Company issuing to Mr. Truitt warrants to purchase 12.0 million shares of the Company’s common stock.  On November 9, 2016, we made a payment of $200,000 of the balance of the Truitt Note.  On December 14, 2016, we entered into a Note and Warrant Purchase Agreement (together with the Truitt Note, as amended, the “Truitt Notes”) with Mr. Truitt, pursuant to which Mr. Truitt loaned the Company an additional $100,000 subject to the terms of the Truitt Note, and the Company issued to Mr. Truitt warrants to purchase 100,000 shares of the Company’s common stock.  On August 31, 2017, we entered into an Agreement and Amendment with Mr. Truitt (the “August 2017 Amendment”) pursuant to which (i) the maturity date of the Truitt Notes were extended to June 1, 2018;  (ii) the price at which the Truitt Notes are convertible to shares of the Company’s common stock was amended to institute a floor of $0.02 per share;  (iii) the interest rate on the Truitt Notes were amended to 15% per annum effective upon the execution of the August 2017 Amendment;  (iv) the events of default under the Truitt Notes were waived; and (v) the Company delivered to Mr. Truitt a warrant to purchase 20.0 million shares of the Company’s common stock at a price of $0.01 per share.   On June 15, 2018, we entered into an Agreement to Amend Notes and Security Agreements with Mr. Truitt, pursuant to which (i) the due dates on the Truitt Notes were extended to September 15, 2018; (ii) the event of default of June 1, 2018 was waived; (iii) the Company agreed to use a portion of newly-raised capital to repay a portion of the Truitt Notes; (iv) the governing law, jurisdiction, and venue of the Truitt Notes was changed to Fairfax County, Virginia; and (v) increase the interest rate to 20% effective June 1, 2018.  We currently do not have the ability to pay the Truitt Notes.

During 2018, we sold approximately 22.1 million shares of common stock for a net consideration of $326,000, and received $100,000 for the exercise of warrants to purchase 10.0 million shares of common stock.  In addition, we issued approximately 7.2 million shares of stock for services with a fair value of $107,700, and converted approximately $176,000 of liabilities to notes payable.  We also issued $200,000 of unsecured convertible promissory notes.

InFrom January 1, 2019 through May 15,November 8, 2019, we sold approximately 29.021.7 million shares of common stock for a net consideration of approximately $436,000,$325,000, and issued approximately 1.44.4 million shares of common stock for services with a fair value of approximately $20,000.$65,000.  In addition, we converted liabilities with a fair value of approximately $111,000$222,000 to approximately 7.414.8 million shares of common stock.  We also issued a $100,000 promissory notenotes totaling $150,000 to Mr. Truitt for cash (the “2019 Truitt Note”Notes”).  The 2019 Truitt Note requiresNotes require us to remit 50% of our collections on accounts receivable to Mr. Truitt until the 2019 Truitt Note and accrued interest are paid in full, and thereafter requires us to remit 25% of our collections on accounts receivable until the Truitt Notes are paid in full.  In addition, Mr. Truitt exercised warrants to purchase 5.0 million shares of the Company’s common stock for consideration of $50,000.  

Management is continuing its efforts to secure funding sufficient for the Company’s operating and capital requirements through private sales of common stock and issuance of notes payable, and to negotiate settlements or extensions of existing liabilities.  The proceeds of such sales of stock or issuances of notes payable, if any, will be used to repay the Truitt Notes and to fund general working capital needs.

We changed the focus of our company to position us to generate revenue from both data acquisition and data management.  We expanded our service offerings to provide data acquisition services utilizing several technologies.  We developed new,have established a powerful cloud-based mapping softwareenvironment where we are developing proprietary deliverables that enable the Company to be marketed underautomate data processing and deliver value to our existing name GeoUndergound that replaces our previous version of GeoUnderground.  We currently utilize GeoUnderground to deliver data to customers.  We began to offer GeoUnderground to customers on a test basis during 2018,quickly and intend to begin to offer GeoUnderground as a subscription-based stand-alone product in 2019.inexpensively.  We believe that our changes to our operating focus will enable us to begin to generate significant revenue from operations.

We believe that our actions and planned actions will enable us to finance our operations beyond the next twelve months.

We do not believe that inflation and changing prices will have a material impact on our net sales and revenues, or on income from continuing operations.

Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as of March 31,September 30, 2019.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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Application of Critical Accounting Policies and Estimates