RTS OIL LLC (“RTS” or the “Company”), a Kazakhstan registered entity organized as a limited liability partnership, was founded in 2000 and is headquartered in Taraz, Kazakhstan. RTS is a distributor of refined oil products in the wholesale and retail markets in southern Kazakhstan.

RTS operates 19 gasoline stations and seven (7) crude oil and fuel terminals (“fuel tank farms”). Of the seven (7) fuel tank farms, RTS owns one (1) fuel tank farm and leases six (6) others with total storage capacity of more than 40,000 tons of crude oil and refined oil products. RTS leases the gasoline stations under operating lease agreements with related parties (see Note 4, Commitments and Contingencies, for additional information). RTS also owns a fleet of 28 trucks with capacities ranging from 20 to 34 tons of diesel/gasoline. Refined products are sold wholesale to other distributors and retail via RTS gasoline stations. RTS also supplies furnace fuel to refineries in the Kyrgyz republic for further processing.

On May 8, 2013, Geo Point Technologies, Inc. (“Geo Point”) entered into a Share Exchange Agreement (the “Agreement”) with RTS to acquire all of the issued and outstanding owners’ equity of RTS. Pursuant to the terms of the Agreement, RTS became a wholly owned subsidiary of Geo Point, and the RTS shareholders assumed the controlling interest in Geo Point. RTS has accounted for the transaction as a reverse acquisition whereby the operations of RTS are the historical operations presented in the consolidated financial statements.

On July 2, 2013, Geo Point changed its name to “RTS Oil Holdings, Inc.” The consolidated financial statements presented herein include the historical operations of RTS and Geo Point from the date of the reverse acquisition of May 8, 2013 (all entities collectively referred to as the “Company”).

The acquisition of Geo Point is accounted for as a reverse acquisition in accordance with ASC 805, Business Combinations as it was determined that RTS is the accounting acquirer because of the significant holdings and influence of the control group before and after the acquisition. In connection with the transaction, RTS owners held approximately 70% of Geo Point’s issued and outstanding common stock. In connection with this acquisition, the Company valued the common shares retained by the Geo Point shareholders at $3,590. The common shares were valued using the estimated fair market value of the portion of ownership interest of RTS that was transferred to Geo Point shareholders. The acquisition of Geo Point by RTS allowed RTS to expand its oil processing facilities.

The assets and liabilities of Geo Point are reported at their fair value at the time of acquisition. Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. The allocation of the purchase price is subject to adjustment for a 12-month period that will end on May 8, 2014. The following is the preliminary allocation of the purchase price:


Value of consideration issued:	$ 3,590

Assets:
Current assets	183
Property plant and equipment	4,536
	4,719

Liabilities:
Accounts payable and accrued liabilities	(1,549)
Current debt	(2,278)
	(3,827)

Goodwill	$ 2,698