GEO POINT TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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Utah
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11-3797590
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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257 East 200 South, Suite 490
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Salt Lake City, UT 84111
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(Address of principal executive offices)
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801-810-4662
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(Registrant’s telephone number)
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n/a
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(Former name, former address and former fiscal year, if changed since last report)
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Yes
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x
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No
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o
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Yes
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x
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No
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o
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Large accelerated filer o
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Accelerated filer ¨
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Non-accelerated filer o
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Smaller reporting company x
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Yes
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o
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No
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x
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Exhibit Number*
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Title of Document
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Location
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Item 10 | Material Contract | |||
10.05 |
Loan & Profit Sharing Agreement Second Amendment for $400,000
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Incorporated by reference from our annual report on Form 10-K for the year ended March 31, 2011, filed July 14, 2011
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10.06 |
Loan & Profit Sharing Agreement Second Amendment for $350,000
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Incorporated by reference from our annual report on Form 10-K for the year ended March 31, 2011, filed July 14, 2011
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Item 31
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Rule 13a-14(a)/15d-14(a) Certifications
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31.01
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14
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Previously filed
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Item 32
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Section 1350 Certifications
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32.01
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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)
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Previously filed
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Item 101 | Interactive Data File s | |||
101.XML | XBRL Instance Document | Furnished herewith | ||
101.XSD | XBRL Schema Document | |||
101.CAL | XBRL Calculation Linkbase Document | |||
101.DEF | XBRL Definition Linkbase Document | |||
101.LAB | XBRL Label Linkbase Document | |||
101.PRE | XBRL Presentation Linkbase Document |
*
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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. Omitted numbers in the sequence refer to documents previously filed as an exhibit.
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GEO POINT TECHNOLOGIES, INC.
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(Registrant)
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Date: September 1 , 2011
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By:
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/s/ Jeffrey Jensen
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Jeffrey Jensen, President,
Chief Executive Officer, and
Chief Financial Officer
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Consolidated Balance Sheets Parenthetical (USD $)
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Jun. 30, 2011
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Mar. 31, 2011
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Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000.0 | 5,000,000.0 |
Preferred stock shares outstanding | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 100,000,000.0 | 100,000,000.0 |
Common stock shares issued | 30,065,000.0 | 30,065,000.0 |
Common stock shares outstanding | 30,065,000.0 | 30,065,000.0 |
Consolidated Statements of Operations (USD $)
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3 Months Ended | |
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Jun. 30, 2011
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Jun. 30, 2010
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REVENUES: | Â | Â |
Refining | $ 53,968 | $ 15,927 |
Environmental services | 26,511 | Â |
Total revenues | 80,479 | 15,927 |
COSTS AND OPERATING EXPENSES: | Â | Â |
Cost of refining revenues | 23,057 | 16,416 |
Cost of environmental services revenues | 8,718 | Â |
General and administrative | 225,814 | 108,644 |
Depreciation | 88,548 | Â |
Total costs and operating expenses | 346,137 | 125,060 |
OPERATING LOSS | (265,658) | (109,133) |
OTHER INCOME (EXPENSE) | Â | Â |
Interest expense | (115,194) | (28,299) |
Total other expense | (115,194) | (28,299) |
NET LOSS | (380,852) | (137,432) |
Other comprehensive income - foreign currency translation adjustments | 40,928 | 90,478 |
COMPREHENSIVE LOSS | $ (339,924) | $ (46,954) |
Basic and dilutive loss per share | $ (0.01) | $ 0.00 |
Basic weighted average common shares outstanding | 30,065,000 | 26,808,000 |
Dilutive weighted average common shares outstanding | 30,065,000 | 26,808,000 |
Document and Entity Information
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3 Months Ended | |
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Jun. 30, 2011
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Aug. 22, 2011
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Document and Entity Information | Â | Â |
Entity Registrant Name | GEO POINT TECHNOLOGIES INC | Â |
Document Type | 10-Q | Â |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | Â |
Entity Central Index Key | 0001425264 | Â |
Current Fiscal Year End Date | --03-31 | Â |
Entity Common Stock, Shares Outstanding | Â | 30,065,000 |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Current Reporting Status | Yes | Â |
Entity Voluntary Filers | No | Â |
Entity Well-known Seasoned Issuer | No | Â |
Document Fiscal Year Focus | 2012 | Â |
Document Fiscal Period Focus | Q1 | Â |
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CAPITAL LEASE
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3 Months Ended |
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Jun. 30, 2011
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Leases | Â |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | 7. CAPITAL LEASE On June 28, 2010, the Company assumed a capital lease previously entered into by the shareholder. The shareholder entered into the lease to purchase the primary refining equipment for the facility. The shareholder controlled in excess of 50% of the issued and outstanding common stock of the Company at the time of assumption. Thus, the transaction was recorded at the shareholders basis. In connection with the transaction, the Company recorded equipment of $647,314, capital lease liability of $659,083, value-added tax receivable of $77,678, and advances due to a related party of $65,908. Amounts due to a related party represented the purchase price of the assets in excess of the liability assumed. See Note 6 for additional information. At transfer, the lease required monthly principal payments of $17,813, had a remaining term of 37 months, accrued interest at 19% per annum, and was secured by the assets purchased. In July 2011, the Company was in default of Julys payments for this lease and has received a notice from the bank notifying the Company that it is in default and the bank could take such actions as foreclosure and other legal remedies. Thus, the Company has recorded the entire liability as current on the accompanying balance sheet at June 30, 2011. The Company is currently attempting to renegotiate the lease and/or obtain an extension. Due to the limited capital resources there are no guarantees that an acceptable agreement can be reached. At June 30, 2011 and March 31, 2011, the Company accrued interest and penalties of $59,747 and $61,760, respectively, which are included in accounts payable and accrued liabilities on the accompanying balance sheet. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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3 Months Ended |
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Jun. 30, 2011
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Accounting Policies | Â |
Significant Accounting Policies [Text Block] | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation The condensed consolidated financial statements include the accounts of Geo Point, GSM, GSM Oil, B.V., and Sinur Oil. All material inter-company accounts and transactions have been eliminated in consolidation. The results of Geo Points operations are included in the accompanying financial statement from the reverse acquisition date of October 28, 2010, through June 30, 2011. 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 the useful life of property, plant, and equipment. Unaudited Interim Financial Information 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. The accompanying balance sheet as of June 30, 2011, and the statements of operations and comprehensive income, and cash flows for the three months ended June 30, 2011 and 2010, are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys financial position, results of operations, and cash flows for such periods. The financial data and other information disclosed in these notes to the financial statements related to the three-month periods are unaudited. The results of the three months ended June 30, 2011, are not necessarily indicative of the results to be expected for the year ending March 31, 2012, any other interim period, or any other future year. Concentration of Credit Risk and Customer Concentration The Company generates revenues principally from the sale of crude oil and refined oil products and its engineering services. As a result, the Companys trade accounts receivable are concentrated primarily in these industries. The Company performs limited credit evaluations of its customers and generally does not require collateral. The Company maintains reserves for potential credit losses. The Company considers the following factors when determining if collection of a revenue is reasonably assured: customer creditworthiness, past transaction history with the customer, if any, current economic industry trends, and changes in customer payment terms. In some cases regarding new customers, management requires payment in full or letters of credit before goods are provided. 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. During the periods presented, credit losses were not significant. Inventories Inventories are measured at the lower of cost or market. The cost of inventories is based on the first-in first-out method and includes expenditures incurred in acquiring the crude oil and additives and other costs incurred in bringing them to their existing location. Market represents net realizable value of inventories, which is determined as an estimated net sales price in the ordinary course of business, less reasonably predictable cost of completion and disposal. At June 30, 2011 and March 31, 2011, inventories consisted of crude oil of $21,562 and $10,955; and refined product of $58,705 and $40,256, respectively. Revenue Recognition All proceeds from sales and services for which the Companys revenue recognition criteria are not met are deferred until such criteria are met. At June 30, 2011 and March 31, 2011, the Company had customer deposits of $548,348 and $98,131, respectively, which were received for future purchases of the Companys products. Environmental Matters When it is probable that costs associated with environmental remediation obligations will be incurred and they are reasonably estimable, the Company accrues such costs at the most likely estimate. Accruals for estimated losses from environmental remediation obligations generally are recognized no later than completion of the remedial feasibility study and are charged to provisions for closed operations and environmental matters. The Company periodically reviews its accrued liabilities for such remediation costs as evidence becomes available indicating that its remediation liability has potentially changed. Such costs are based on its current estimate of amounts that are expected to be incurred when the remediation work is performed within current laws and regulations. Accounting for reclamation and remediation obligations, commonly referred to as an asset retirement obligation, requires management to make estimates unique to each operation of the future costs the Company will incur to complete the reclamation and remediation work required to comply with existing laws and regulations. Actual costs incurred in future periods could differ from amounts estimated, if any. Under current laws, the Company is not required to perform any reclamation and remediation procedures if the current property were to be abandoned. However, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required. Any such increases in future costs could materially impact the amounts charged to earnings. As of June 30, 2011, and March 31, 2011, the Company has no accrual for reclamation and remediation obligations because the Company has not engaged in any significant activities that would require remediation under the current laws and regulations. Reclassification To be consistent with the current year presentation, the Company has reclassified $146,608 that was previously recorded as property, plant and equipment to prepaids and other current assets at March 31, 2011. The reclassification did not have an impact on the Companys financial statements other than the balance sheet presented at March 31, 2011. |
STOCKHOLDER'S EQUITY
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3 Months Ended |
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Jun. 30, 2011
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Equity | Â |
Stockholders' Equity Note Disclosure [Text Block] | 9. STOCKHOLDERS EQUITY Imputed Interest See Note 6 for discussion regarding imputed interest on related-party loans payable. Warrants During the three months ended June 30, 2011, the Company cancelled a consulting agreement which Geo Point had entered into with a third party to provide assistance in capital raising and business advisory services. In connection with this cancelation, warrants to purchase 250,000 shares that could have been earned by the consultant based on various performance criteria were cancelled. |
SEGMENT INFORMATION
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Jun. 30, 2011
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Segment Reporting | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Disclosure [Text Block] | 10. SEGMENT INFORMATION The Companys operating segments are organized on the basis of products and services. At June 30, 2011, the Company had two reporting segments; environmental and engineering services (Geo Point), and refining services (Sinur Oil). The Geo Point segment provides environmental and engineering services to the construction industry. Geo Points operations are located in the United States. The Sinur Oil segment refines crude oil into diesel fuel, gasoline, and mazut, a heating oil, for distribution. See Note 1 for additional information regarding the Companys two segments. Sinur Oils operations are located in Kazakhstan. The Company evaluates the performance of its segments based on net loss. The Company did not have any unallocated assets, and income and expenses, in the tables presented below. The following is a schedule of operating activities by segment for the three months ended June 30, 2011:
The following is a schedule of assets by segment as of June 30, 2011:
The following is a schedule of revenues by geographic area for the three months ended June 30, 2011:
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COMMITMENTS AND CONTINGENCIES
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3 Months Ended |
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Jun. 30, 2011
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Commitment and Contingencies | Â |
Commitments and Contingencies Disclosure [Text Block] | 8. COMMITMENTS AND CONTINGENCIES Insurance The insurance industry in Kazakhstan is at the developing stage and many forms of insurance protection common in other countries of the world are not yet generally available. The Company does not have full coverage for its plant facilities, losses caused by production stoppages, or third-party liability in respect of property or environmental damages arising from accidents or the Companys operations. Until the Company obtains adequate insurance coverage, there is a risk that the loss or destruction of certain assets could have a material adverse effect on the Companys operations and financial position. Taxation Different Kazakhstani legislation acts and norms are often unclear, contradictory, and subject to varying interpretation by different tax authorities and the Ministry of Finance of the Republic of Kazakhstan. Frequently, disagreements in opinions occur among local, regional, and national tax authorities. The current regime of imposing fines and penalties for identified violations of Kazakhstani legislation, statutes, and standards is sufficiently severe. Sanctions include confiscation of questionable amounts (for violation of currency control), as well as fines of 50% of accrued tax. The penalty rate is 22.5%. The Company considers that it has accrued or paid all applicable taxes. Environmental Issues The Company is subject to various environmental laws and regulations of the Republic of Kazakhstan. Management believes that the Company complies with all government requirements regarding environment protection. However, there is no assurance that contingent liabilities will not arise. See Note 3 for additional information. Litigation The Company is involved in legal matters in the ordinary course of business. Management believes the resolution of these matters will not have a material adverse effect on the Companys consolidated financial condition. |
GENERAL INFORMATION
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3 Months Ended |
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Jun. 30, 2011
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Organization, Consolidation and Presentation of Financial Statements | Â |
Nature of Operations [Text Block] | 1. GENERAL INFORMATION Background On May 7, 2010, Geo Point Technologies, Inc. (“Geo Point”), entered into a Share Exchange Agreement (the “Agreement”) with Summit Trustees PLLC, a Utah professional limited liability company (“Summit”), to acquire all of the issued and outstanding stock of GSM Oil Holdings Ltd. (“GSM”), a limited liability company organized in Cyprus on June 2, 2009. Summit acted for the benefit and on behalf of certain beneficial stockholders of GSM. On October 28, 2010, Geo Point completed the acquisition of all the assets and business of GSM in exchange for 26,808,000 shares of Geo Point’s common stock. Pursuant to the terms of the Agreement, GSM became a wholly owned subsidiary of Geo Point, and the GSM shareholders assumed the controlling interest in Geo Point. GSM had recently completed the acquisition of Sinur Oil LLP, a limited liability partnership organized in Kazakhstan (“Sinur Oil”), through its wholly owned subsidiary, GSM OIL B.V., a Dutch private company limited by shares (the “Subsidiary”). Sinur Oil was organized on January 19, 2007 (“Inception”). The transaction between GSM and Sinur Oil was between related entities held by the same shareholder. The purpose of the transaction was for corporate structure strategies. The primary assets of Sinur Oil include an oil refinery in Karatau, Kazakhstan. The refinery consists of a main refining stack that has a processing capacity of approximately 2,000 tons of crude oil per month. The refinery is located on a site that contains the refining equipment, storage tanks, administrative buildings, boilers, pumps, a warehouse, and a rail spur. The three main refined products are diesel fuel, gasoline, and mazut, a heating oil. The condensed consolidated financial statements presented herein include the operations of GSM and Sinur Oil from the date of Sinur Oil’s Inception and the operations of Geo Point from the date of the reverse acquisition of October 28, 2010 (all entities collectively referred to as the “Company”). The Company intends to continue the business of Sinur Oil and Geo Point. Geo Point’s operations are located in Santa Ana, California. Geo Point 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. |
PREPAIDS AND OTHER CURRENT ASSETS
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3 Months Ended |
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Jun. 30, 2011
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Deferred Costs, Capitalized, Prepaid, and Other Assets | Â |
Other Assets Disclosure [Text Block] | 4. PREPAIDS AND OTHER CURRENT ASSETS As of June 30, 2011 and March 31, 2011, the Company had advances paid of $455,628 and $146,608, respectively, representing advances for future deliveries of crude oil. |
NOTES PAYABLE AND LINE OF CREDIT
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3 Months Ended |
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Jun. 30, 2011
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Debt | Â |
Debt Disclosure [Text Block] | 5. NOTES PAYABLE AND LINE OF CREDIT Notes Payable On April 20, 2010, the Company entered into a $400,000 note payable agreement with an unrelated third party, the proceeds of which were used for operations. Under the terms of the agreement, the principal balance and interest of $100,000 was due at April 15, 2011. On June 20, 2011, the Company and the holder agreed to convert accrued interest of $100,000 into the note, incur interest at 30% per annum, and extend the due date to October 15, 2011. The note is denominated in U.S. dollars. Translation losses are immaterial to the financial statements and have not been recognized. On November 5, 2010, the Company entered into a $350,000 note payable agreement with the same unrelated third party with the proceeds to be used for operations. Under the terms of the agreement, the note incurs interest at 30% per annum with principal and interest due April 15, 2011. On June 20, 2011, the Company and the holder agreed to convert accrued interest of $52,500 into the note, incur interest at 30% per annum, and extend the due date to October 15, 2011. The note is denominated in U.S. dollars. Line of Credit In May 2011, the Company satisfied the remaining amounts due under the line of credit that had been in default. |
RELATED PARTY TRANSACTIONS
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3 Months Ended |
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Jun. 30, 2011
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Related Party Disclosures | Â |
Related Party Transactions Disclosure [Text Block] | 6. RELATED PARTY TRANSACTIONS Revolving Loans Payable to Related Parties Since Inception, the Companys operations have been funded in part through revolving loans due to Sinur Oils shareholder or direct family members or entities controlled by Sinur Oils shareholder. The following is a summary of loans due to these related parties as of June 30, 2011 and March 31, 2011. On February 2, 2010, the Company entered into a revolving debt agreement with a direct relative of Sinur Oils shareholder. Under the terms of the agreement, the Company may borrow up to 30 million KZT, which converts to $205,269 and $203,031 at June 30, 2011 and March 31, 2011, respectively. The note does not incur interest and is due February 2, 2013. As of June 30, 2011 and March 31, 2011, amounts due under this loan were $191,591 and $135,360, respectively. All amounts have been reflected as long-term on the accompanying balance sheets. On December 12, 2009, the Company entered into a revolving debt agreement with an entity owned by Sinur Oils shareholder. Under the terms of the agreement, the Company may borrow up to 20 million KZT, which converts to $136,846 and $135,360 at June 30, 2011 and March 31, 2011, respectively. The note does not incur interest and is due December 14, 2011. As of June 30, 2011 and March 31, 2011, no amounts were due under this loan. Assumption of Capital Lease See Note 7 regarding the assumption of a capital lease from an entity owned by Sinur Oils shareholder. In connection with this assumption, the Company agreed to reimburse the entity payments that it had made on the capital lease. In addition, in January 2011, the same entity loaned the Company an additional $33,530 that was used to pay interest on the capital lease to obtain an extension of the principal balance due. As of June 30, 2011 and March 31, 2011, amounts due to this entity were $100,534 and $99,438, respectively, and are reflected as a current liability on the accompanying balance sheet. Imputed Interest Since the above loans do not incur interest, the Company has imputed interest at 19% per annum and recorded these amounts as interest expense with the offset to additional paid-in capital. Imputed interest during the three months ended June 30, 2011 and 2010, was $8,384 and $8,181, respectively. In addition, the Company determined that an annual interest rate of 19% was consistent with borrowing rates the Company could receive. |
GOING CONCERN
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3 Months Ended |
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Jun. 30, 2011
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Organization, Consolidation and Presentation of Financial Statements | Â |
Liquidity Disclosure [Policy Text Block] | 2. GOING CONCERN The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has generated limited revenues during the three months ended June 30, 2011, has a working capital deficit of $2,014,030, has limited capital to fund operations, and had a net usage of cash in operations. Additionally, the Company has had difficulties in securing contracts for the consistent delivery of crude oil for it to refine. These inconsistencies have required the Company to operate the refinery at below capacity and at times required it to close the refinery. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain equity and/or debt financing and ultimately to achieve profitable operations from the development of its business segments. Since Inception through June 30, 2011, the Company funded operations through related-party borrowings and $750,000 in borrowings from unrelated third parties. In addition, during the year ended March 31, 2011, the Company assumed a lease for the primary refining equipment in which a significant amount of liabilities were incurred. In July 2011, the Company was in default of Julys payments for this lease and has received a notice from the bank notifying the Company that it was in default and the bank could take such actions as foreclosure and other legal remedies. Thus, the Company has recorded the entire liability as current on the accompanying balance sheet. See Note 7 for additional information. Currently, the Company does not have any commitments or assurances for additional capital other than the revolving loans payable from the shareholder and related individuals. There can be no assurance that the revenue from future expected operations from the refinery will be sufficient for the Company to achieve profitability in its operations, and it is possible that additional equity or debt financing may be required for the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities, which might be necessary in the event the Company cannot continue in existence. |
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