Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - GENERAL CANNABIS CORP | Financial_Report.xls |
EX-31 - EXHIBIT 31.1 - GENERAL CANNABIS CORP | exhibit31-1.htm |
EX-32 - EXHIBIT 32.1 - GENERAL CANNABIS CORP | exhibit32-1.htm |
EX-32 - EXHIBIT 32.1 - GENERAL CANNABIS CORP | exhibit32-2.htm |
EX-31 - EXHIBIT 31.2 - GENERAL CANNABIS CORP | exhibit31-2.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File No. 333-163342
PROMAP CORPORATION
(Name of registrant in its charter)
Colorado |
| 20-8096131 |
(State or other jurisdiction of incorporation or formation) |
| (I.R.S. employer identification number) |
6855 South Havana Street, Suite 400, Centennial, Colorado 80112
(Address of principal executive offices)
(720) 990-0510
(Registrants telephone number, including area code)
Not Applicable
(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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
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 ¨ |
| Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
| Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. On November 4, 2011, there were 9,724,000 shares of Common Stock issued and outstanding.
PROMAP CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Balance sheets |
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| Statements of operations (unaudited) |
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| Statements of cash flows (unaudited) |
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| Notes to unaudited consolidated financial statements |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. | Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | (Removed and Reserved) |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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| Signatures |
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PART IFINANCIAL INFORMATION
Item 1. | Financial Statements. |
PROMAP CORPORATION | ||
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| Dec. 31, 2010 | Sept. 30, 2011 (Unaudited) |
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ASSETS |
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Current Assets: |
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Cash | $15,361 | $54,113 |
Accounts receivable-related party-net allowance for doubtful accounts | 23,512 | 39,120 |
Total Current Assets | 38,873 | 93,233 |
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Total Assets | $38,873 | $93,233 |
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LIABILITIES & STOCKHOLDERS EQUITY |
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Current Liabilities: |
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Accrued payables | $ 100 | $ 452 |
Income tax payable | 1,318 | 1,318 |
Total current liabilities | 1,418 | 1,770 |
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Total Liabilities | 1,418 | 1,770 |
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Stockholders' Equity: |
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Preferred stock, no par value; 5,000,000 shares authorized, no shares issued and outstanding | - | - |
Common stock, no par value; 100,000,000 shares authorized; 9,500,000 (2010) and 9,724,200 (2011) shares issued and outstanding | 20,000 | 76,050 |
Additional paid in capital | 24,000 | 24,000 |
Retained earnings | -6,545 | -8,587 |
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Total Stockholders' Equity | 37,455 | 91,463 |
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Total Liabilities and Stockholders' Equity | $38,873 | $93,233 |
The accompanying notes are an integral part of the financial statements.
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PROMAP CORPORATION | ||||
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| Three Months Ended Sept. 30, 2010 | Three Months Ended Sept. 30, 2011 | Nine Months Ended Sept. 30, 2010 | Nine Months Ended Sept. 30, 2011 |
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Revenue: |
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Sales (net of returns) - related party | 30,886 | 20,931 | 57,334 | 53,172 |
Cost of goods sold | 0 | 231 | 0 | 539 |
Gross profit | 30,886 | 20,700 | 57,334 | 52,633 |
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Operating expenses: |
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General and administrative | 28,474 | 28,283 | 40,438 | 54,786 |
Total operating expenses | 28,474 | 28,283 | 40,438 | 54,786 |
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Income (loss) from operations | 2,412 | -7,583 | 16,896 | -2,153 |
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Other income (expense): |
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Interest income | 5 | 36 | 16 | 96 |
Other income | - | - | - | 15 |
Total other income (expense) | 5 | 36 | 16 | 111 |
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Income (loss) before provision for income taxes | 2,417 | -7,547 | 16,912 | -2,042 |
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Provision for income tax | 783 | - | 4,282 | - |
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Net income (loss) | 1,634 | -7,547 | 12,630 | -2,042 |
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Net income (loss) per share (basic and fully diluted) | 0.00 | -0.00 | 0.00 | -0.00 |
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Weighted average number of common shares outstanding | 9,500,000 | 9,724,200 | 9,500,000 | 9,699,289 |
The accompanying notes are an integral part of the financial statements.
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PROMAP CORPORATION | ||
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| Nine Months Ended Sept. 30, 2010 | Nine Months Ended Sept. 30, 2011 |
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Cash flows from operating activities: |
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Net income (loss) | $ 12,630 | $ -2,042 |
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Adjustments to reconcile net loss to net cash provided by (used for) operating activities: |
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Donated services | 4,500 | - |
Accounts receivable-related party-net | -29,742 | -15,608 |
Accrued payables | 4,485 | 352 |
Net cash provided by (used for) operating activities | -8,127 | -17,298 |
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Cash flows from investing activities: |
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Net cash provided by (used for) investing activities | - | - |
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Cash flows from financing activities: |
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Sales of common stock | - | 56,050 |
Net cash provided by (used for) financing activities | - | 56,050 |
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Net increase (decrease) in cash | -8,127 | 38,752 |
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Cash at the beginning of the period | 28,131 | 15,361 |
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Cash at the end of the period | $ 20,004 | $ 54,113 |
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Schedule of non-cash and financing activities: |
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None | $ - | $ - |
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Supplemental disclosure: |
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Cash paid for interest | $ - | $ - |
Cash paid for income taxes | $ - | $ - |
Item 2. |
| Managements Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis should be read in conjunction with the Financial Statements (unaudited) and Notes to Financial Statements (unaudited) filed herein.
BUSINESS OVERVIEW
Promap Corporation was incorporated in the State of Colorado on November 12, 1987. We are an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. We provide hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. We also provide maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations.
RESULTS OF OPERATION FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010.
Revenues for the three months ended September 30, 2011 were $20,931 as compared to the revenues of $30,886 for the three months ended September 30, 2010. The revenues decreased 32% due to the decrease in oil and gas drilling activity of the Companys clients.
The only operating expenses during these periods consisted of general and administrative expenses which were $28,283 in the three months ended September 30, 2011 as compared to $28,474 for the three months ended September 30, 2010.
The net loss for the three months ended September 30, 2011 was $(7,583) as compared to a net income of $2,412 for the three months ended September 30, 2010. The primary reason for the net loss was the 32% decrease in sales.
RESULTS OF OPERATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010.
Revenues for the nine months ended September 30, 2011 were $53,172 as compared to the revenues of $57,334 for the nine months ended September 30, 2010. The revenues decreased 7% primarily due to the reduction in sales during the three months ended September 30, 2011.
The only operating expenses during these periods consisted of general and administrative expenses which were $54,786 in the nine months ended September 30, 2011 as compared to $40,438 for the nine months ended September 30, 2010. The $14,348 increase was due to one time legal and accounting expenses related to the initial public offering.
The net loss for the nine months ended September 30, 2011 was $2,042 as compared to a net income of $12,630 for the nine months ended September 30, 2010. The reason for the $14,672 reduction in net income was primarily due to the one time legal and accounting expenses related to the initial public offering.
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LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2011, we had $91,463 of working capital compared to $37,455 of working capital as of December 31, 2010.
Net cash used for operating activities during the nine months ended September 30, 2011 was $17,298 as compared to net cash used for operating activities in the nine months ended September 30, 2010 of $8,127. The primary reason for the reduction in this item was that the Company had a net loss of $(2,042) for the nine months ended September 30, 2011 compared to a net income of $12,630 during the comparable period in 2010.
Net cash provided by financing activities during the nine months ended September 30, 2011 was $56,050 as compared to no cash provided by or used for financing activities in the nine months ended September 30, 2010. The $56,050 represents the proceeds from the Companys initial public offering.
CONTRACTUAL OBLIGATIONS
None.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
Item 4. | Controls and Procedures. |
(a) Evaluation of Disclosure Controls and Procedures.
Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of the end of the period covered by this quarterly report, and have concluded that our disclosure controls and procedures are adequate.
(b) Changes in Internal Control over Financial Reporting.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. | Legal Proceedings. |
None.
Item 1A. | Risk Factors. |
Not applicable.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
We received a total of $56,050 in gross proceeds from the sale of 224,200 shares of common stock in our initial public offering which was closed on January 21, 2011. The effective date of the registration statement for our initial public offering was September 25, 2010, and the SEC file number was 333-163342. The offering terminated on January 21, 2011, which was the end of the offering period, and 575,800 shares which were registered for sale by the Company were not sold.
From the effective date of the registration statement (June 25, 2010) through March 15, 2011 we incurred and paid approximately $12,239 in expenses in connection with the offering. There were no payments made to officers or directors of the Company or to affiliates of the Company. The net offering proceeds after deducting the above expenses was $43,811. Since the offering was closed, the only other expenditure from the offering proceeds through September 30, 2011was the payment of $4,000 to the Companys auditor in connection with the audit for the fiscal year ended December 31, 2010. The remaining funds were placed in an interest bearing savings account.
The registration statement also registered 1,500,000 shares of common stock to be offered by selling shareholders. The selling shareholders have not started offering any of their shares for sale.
Item 3. | Defaults Upon Senior Securities. |
Not applicable.
Item 4. | (Removed and Reserved) |
Item 5. | Other Information. |
Not applicable.
Item 6. | Exhibits. |
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit |
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31.1 |
| Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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31.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically |
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32.1 |
| Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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32.2 |
| Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically |
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SIGNATURES
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.
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| PROMAP CORPORATION |
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Date: November 1, 2011 | By: | /s/ Steven A. Tedesco |
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| Steven A. Tedesco, President and CEO (Principal Executive Officer) |
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Date: November 1, 2011 | By: | /s/ Robert W. Carington, Jr. |
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| Robert W. Carington, Jr., CFO (Principal Financial Officer and Principal Accounting Officer) |
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