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 January 31, 2016

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

For the transition period from _____________to _____________

001-36799

Commission File Number

1200 Westlake Ave N., Suite 607, Seattle, WA 98109

(Address of principal executive offices and zip code)

Telephone (206) 283-1400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1v) 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 ¨

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 (Sec. 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x

The number of shares outstanding of registrant's common stock at March 14, 2016 was 74,000,000 shares.

GEOTRAQ INC.

INDEX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GEOTRAQ INC.

(Formerly Mobile Data Corp.)

Balance Sheets

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

(Formerly Mobile Data Corp.)

Statements of Operations
(Unaudited)

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

(Formerly Mobile Data Corp.)

Statements of Cash Flows

(Unaudited)

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

Formerly Mobile Data Corp.

Notes to Financial Statements

January 31, 2016

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of the Company's organization and significant accounting policies:

Organization and nature of business –GeoTraq Inc., formerly Mobile Data Corp. ("We," or "the Company") is a Nevada corporation incorporated on July 13, 2005. Effective April 1, 2014, the Company changed its name to GeoTraq Inc. The Company was formerly in the business of acquiring new technologies for development and marketing, and prior to that, the business of acquiring, exploring and developing mineral properties

Basis of presentation – The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations, and cash flows of the Company for the three and six month periods ending January 31, 2016 and 2015, and the year ending July 31, 2015.

Use of estimates -The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the 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.

Cash and cash equivalents - The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of January 31, 2016 and July 31, 2015.

Convertible Debentures:

Beneficial Conversion Features – Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether beneficial conversion feature exists. Pursuant to Section 470-20-30 an embedded beneficial conversion feature recognized separately under paragraph 470-20-25-5 shall be measured initially at its intrinsic value at the commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. When the Company issues an debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the difference between the fair value of the Company's common stock and the effective conversion price of the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security.

Fair value of financial instruments – The Company has adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

GEOTRAQ INC.

Formerly Mobile Data Corp.

Notes to Financial Statements

January 31, 2016

Note 1 - Organization and summary of significant accounting policies:

Determination of fair value – The Company's financial instruments consisted of convertible notes payable. The Company believes all of the financial instruments' recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, "Fair Values Measurements and Disclosures." FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

Net loss per share calculation - Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Recently Issued Accounting Pronouncements - For the periods ended January 31, 2016 and July 31, 2015, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Note 2 - Uncertainty, going concern:

At January 31, 2016, we were engaged in a business and had suffered losses to date. In addition, current liabilities exceed current assets, and we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced. No amounts have been recorded in the accompanying financial statements for the value of officers' services, as it is not considered material.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GEOTRAQ INC.

Formerly Mobile Data Corp.

Notes to Financial Statements

January 31, 2016

Note 3 – Convertible Notes Payable:

On October 5, 2011, the Company issued convertible promissory notes with principal balances of $60,000. The notes were unsecured, payable on demand, and do not bear any interest. The notes, or any part thereof, can be converted to one common share of the Company for each $0.03 outstanding in principal. At conversion, the maximum number of shares that will be issued is 2,000,000. The Company did not record beneficial conversion feature resulting from these issuances as the conversion price was higher than the market price on the issuance date.

These notes were converted into 2,000,000 shares of restricted common stock on April 27, 2015.

On June 20, 2014 the Company entered into a convertible promissory note agreement with note proceeds of $100,000. The note was unsecured, payable on demand, and does not bear any interest. The note, or any part thereof, can be converted to one common share of the Company for each $0.10 outstanding in principal. At conversion, the maximum number of shares that will be issued is 1,000,000. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed to be less than the market value of underlying common stock at the inception of the notes. Therefore, the Company recognized a beneficial conversion feature in the amount of $100,000 on March 21, 2014. The beneficial conversion feature was recognized as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. The discount to the Convertible Notes Payable is being amortized to interest expense over the life of the notes using the effective interest method. As of July 31, 2015, the Company had fully amortized this discount by $100,000.

The Company issued 1,000,000 shares on December 30, 2014 to pay off this convertible note.

Note 4 – Sale of Common Stock

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.0001 per share.

On March 1, 2014 the Company issued 25,000,000 common shares at $0.0001 per share for gross proceeds of $2,500.

On October 31, 2014, the Company issued 1,000,000 shares of common stock in settlement of the convertible promissory note with the face value of $100,000.

On December 30, 2014, The Company issued 1,500,000 shares of common stock for $262,500. This included $150 in cash plus $262,350 of stock compensation expense.

On January 20, 2015, the Company issued 250,000 shares of common stock for $25,000 cash.

On April 29, 2015, the Company issued 4,842,200 shares of common stock and reduced its convertible notes payable by $178,422.

On May 19, 2015, the Company issued 91,272 shares of common stock for services performed which were part of accounts payable equal to $9,172.20. This was in exchange for $8,214 of stock, which is a combination of $9 in cash plus $8,205 expensed for marketing expenses.

On May 28, 2014, the Company issued 50,000 shares of stock for services valued at $3,990 based on closing market price on grant date. The stock was issued on August 31, 2015. The Company also recorded $3,990 as stock payable for services also valued at closing market price on grant date.

On August 31, 2015, the Company issued 50,000 shares of common stock. The Company received $5,000 cash on May 28, 2015 and was initially reported as a stock subscription. On August 31, 2015, The Company issued 250,000 shares of common stock for $25,000 cash and issued 400,000 shares of common stock for $40,000 cash.

On September 1, 2015, the Company issued 500,000 shares of common stock for $50,000 cash, issued 1,000,000 shares of common stock for $100,000 cash, issued 500,000 shares of common stock for $50,000 cash, issued 1,000,000 shares of common stock for $100,000 cash.

On November 20, 2015, the Company issued 50,000 shares of common stock. The Company offset the additional cost that was initially reported as a stock subscription at June 1, 2015. On November 20, 2015, the Company issued 5,000,000 shares of related party stock for $500 cash, and recognized stock based compensation expense of $314,500. Shares issued for compensation were based upon the market price at the date of grant.

As of January 31, 2016 there were no outstanding stock options or warrants.

GEOTRAQ INC.

Formerly Mobile Data Corp.

Notes to Financial Statements

January 31, 2016

Note 5 – Employment Agreement:

The Company had employment agreements with its officers. The agreements called for $500 per month payable to Judson Culter, $2,000 per month for Gregory Gotvald and $5,000 per month for Gregg Sullivan. On December 31, 2014, the Company terminated the employment contracts for Judson Culter and Gregory Gotvald and suspended Gregg Sullivan's.

On August 1, 2015, The Company started accruing and paying Gregg Sullivan $5,000 per month per the terms of his employment agreement.

On January 1, 2016, the Company's Board of Directors increased the monthly stipend to Mr. Sullivan to $6,000 per month.

The balance of these agreements as of January 31, 2016 was $11,000.

On December 31, 2014, the Company filed form 8-K to announce the resignation of Judson Culter as Chief Financial Officer and Gregory Gotvald as Chief Operations Officer.

Additionally, on December 2014, Gregg Sullivan consented to and was appointed Chief Financial Officer of the Company by the board of directors. Mr. Sullivan is also the current Chief Executive Officer.

Note 6 – Customer Deposit:

The Company received a customer deposit of $50,000 for the order of 30,000 GeoTraq modules at a price of $10 per module. The Company is currently fulfilling this order and will start recognizing income in the coming fiscal year.

Note 7 – Related Party Transactions:

On November 20, 2015, the Company issued 5,000,000 shares to a director and an officer of the Company for $500 cash, and recognized stock based compensation expense of $314,500. Shares issued for compensation were based upon the market price at the date of grant.

Note 8 – Subsequent Events:

GeoTraq's management has evaluated events occurring between January 31, 2016 and March 9, 2016, which is the date of the financial statements were available to be issued, and has recognized in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at March 9, 2016, including the estimates inherent in the processing of the financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

This report contains "forward-looking statements." Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "approximately," "estimate," "predict," "project," "potential," "continue," "ongoing," or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example: GeoTraq's ability to raise additional funding; the competitive market for similar technology and the pricing of such technology; the results of GeoTraq's proposed research and development on its technology; and GeoTraq's ability to find joint venture partners for the development of its Technology. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

OVERVIEW

GeoTraq Inc. ("GeoTraq" or the "Company") was incorporated in the State of Nevada on July 13, 2005. On April 1, 2014, the company changed its name from "Mobile Data Corp." to "GeoTraq Inc." GeoTraq is a development stage company engaged in the development, manufacture and sale of cellular transceiver modules (the "Technology"), also known as Cell-ID modules. Cell-ID technology has countless applications and built-in marketability for theft recovery and asset tracking devices.

GeoTraq has created the world's first and only dedicated Cell-ID transceiver module that can foster design and manufacturing of extremely small, inexpensive products with exceptional battery life, working for years on a single charge. GeoTraq hopes to establish Cell-ID as the new global standard for asset tracking. Using Cell-ID technology exclusively, GeoTraq believes it provides the lowest-cost solution and service life that will enable new global markets for location-based services (LBS) using technology similar to what emergency 911 location systems use right now.

The GeoTraq platform is a Java-based, scalable, multi-tenant software to manage an unlimited number of Cell-ID devices. GeoTraq will also offer customizable iPhone and Android applications to meet specific customer requirements. This means users of smart phones, tablets, and virtually any PC can benefit. Today, 200 million remote "connected" devices exist. By 2020, it is estimated that 50 billion will be in service. Products using Cell-ID will capitalize on basic delineators: long battery life, extremely small form factor, low deployment costs. Further, Cell-ID transceivers work indoors, unlike GPS.

GeoTraq has identified an untapped market for asset location and tracking devices. Already, many large companies have been in contact with GeoTraq for multiple commercial, government, military and industrial applications include asset location, theft recovery, security, and inventory control. Existing solutions have failed to meet the needs of a large, under-served portion of the LBS market. Consider that both RFID and Wi-Fi require close proximity for asset tracking; and GPS earns its reputation for being large, expensive, power hungry, and outdoor only. RFID's short-range solution works indoors but requires bothersome installation. GeoTraq's Cell-ID small, mobile and inexpensive solution works for years on a single charge.

Initially, GeoTraq plans to sell the Cell-ID module for $16 each and will charge a monthly service fee from $1 to $10 and $0.01 to $10 per look-up request (depending on the application). GeoTraq's comprehensive solution includes the Cell-ID transceiver, proprietary Cell-ID device firmware, WebTraq LBS platform software and secure Cell-ID service.

GeoTraq announced that it received the approval and allocation of 1,000,000 unique IMEI numbers by the GSM Association (GSMA). IMEI numbers are unique to every GSM mobile device present in the world. They are encoded into the cellular modules that power mobile devices. No mobile device can register on a GSM cellular network without a unique IMEI number. The bank of IMEI numbers will be assigned to the first million Cell-ID modules manufactured by GeoTraq. The new G-200 2G Quad-Band Cell-ID Module will be capable of registering on over 1,200 cellular carriers throughout the world allowing it to be located practically anywhere. The G-200 2G GSM Quad-Band Cell-ID Module is the first in a new generation of cellular transceiver modules that will allow wireless device integrators to design and manufacture Cell-ID enabled location products for the commercial, industrial and consumer markets.

GeoTraq has successfully launched the WebTraq Cell-ID Management Platform. The WebTraq platform can manage Cell-ID devices on over 550 cellular carrier networks throughout the world. Manufacturers that design location and tracking products using the GeoTraq G-200 Cell-ID module can offer customers a complement of management features including smart phone applications and cloud connectivity for location data storage. Customers can also integrate Cell-ID device management into their existing systems by downloading and installing the WebTraq API. The flexibility of the WebTraq platform will allow customers both large and small to remotely manage thousands of active Cell-ID devices.

Products

The Company announced in February 2015 that it has, in the ordinary course of business, received a purchase order for 30,000 Cell-ID modules from iTraq, Inc. for the Company's tracking device that can be located anywhere in the world where cellular service is available. iTraq, Inc. is selling the tracking devices through Indiegogo.com. On April 15, 2015, GeoTraq received a deposit of $50,000 for the sale of Cell-ID tracking devices that it will be required to manufacture pursuant to a purchase order for Cell-ID tracking devices. GeoTraq received 50 Cell-ID tracking device prototypes. Now, the Cell-ID tracking devices are undergoing testing and certification.

GeoTraq has begun manufacturing the G-200 GSM Quad-Band Cell-ID modules and accompanying SIM cards holders. All modifications required for successful fabrication and assembly have been made and the first set of modules is scheduled to arrive next week. The majority of modules will be delivered to iTraq to satisfy the outstanding purchase order.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 31, 2016 COMPARED TO THREE MONTHS ENDED JANUARY 31, 2015

The Company had no operating revenues for the three month periods ended January 31, 2016 and 2015.

The Company had operating expenses of $371,201 in the three months ended January 31, 2016 compared to $315,225 for the three months ended January 31, 2015, primarily due to an increase in stock-based compensation. On November 20, 2015, the Company issued 5,000,000 shares of its common stock for an expense of $314,500. On December 30, 2014, the Company issued 1,500,000 shares of its common stock for an expense of $262,500.

Operating expenses for the three months ended January 31, 2016, excluding stock-based compensation expense, consisted of professional fees of $23,247, hardware engineering expenses of $26,247 and other administration expenses of $6,817. Operating expenses, excluding stock-based compensation, were slightly higher for the three months ended January 31, 2016 primarily due to higher professional fees.

SIX MONTHS ENDED JANUARY 31, 2016 COMPARED TO SIX MONTHS ENDED JANUARY 31, 2015

The Company had no operating revenues for the six month periods ended January 31, 2016 and 2015.

The Company had operating expenses of $423,143 in the six months ended January 31, 2016 compared to $414,103 for the six months ended January 31, 2015, primarily due to an increase in stock-based compensation, partially offset by lower administrative costs. On November 20, 2015, the Company issued 5,000,000 shares of its common stock for an expense of $314,500. On December 30, 2014, the Company issued 1,500,000 shares of its common stock for an expense of $262,500.

Operating expenses, excluding stock-based compensation expense, for the six months ended January 31, 2016 consisted of professional fees of $44,098, hardware engineering expenses of $44,702 and other administration expenses of $19,843. Operating expenses, excluding stock-based compensation, were lower for the six months ended January 31, 2016 as a result of higher office and other administrative expenses for the six months ended January 31, 2015 partially offset by higher professional fees for the six months ended January 31, 2016.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2016, GeoTraq had a cash balance of $282,987 compared to a cash balance of $45,130 at July 31, 2015. Management anticipates that it will recognize revenue from the sale of Cell-ID tracking devices in the fourth quarter of its current fiscal year ending July 31, 2016. During the six months ended January 31, 2016, GeoTraq used $127,643 of cash for operating activities from its net loss and the net payment of $19,000 of accounts payable. GeoTraq generated $365,500 from financing activities from the sale of common stock.

GeoTraq has not had any significant revenues generated from its business operations since inception through to January 31, 2016. Through to the date of this report, there were no revenues to assist with GeoTraq's required working capital. Until GeoTraq is able to generate any consistent and significant revenue, it will be required to raise additional funds by way of equity or debt financing.

GeoTraq's internal sources of liquidity have been loans made available to GeoTraq from management and sales of its common stock. Management has previously provided GeoTraq services without compensation. Though GeoTraq has no written arrangements with any of its directors or officers, GeoTraq expects that the directors or officers will continue to provide GeoTraq with internal sources of liquidity, if it is required, and consider settling debts through the issuance of equity. Also, GeoTraq's external sources of liquidity will be private placements for equity and promissory notes that are convertible into equity.

While the Company cannot guarantee the availability of equity or debt financing, it believes that through a combination of cash on hand, initial sales of its product and equity and debt financing, the Company will have the cash to continue for at least the next twelve months. At any phase, if GeoTraq finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If GeoTraq cannot raise the capital to proceed it may have to suspend projected operations until it has sufficient capital.

Due to GeoTraq's lack of operating history and present inability to generate revenues, GeoTraq's auditors have stated their opinion that there currently exists a substantial doubt about GeoTraq's ability to continue as a going concern. Even if GeoTraq's completes its proposed phases of its plan of operation, and it is successful in developing and marketing the technology, GeoTraq will have to spend substantial funds on further research and development and marketing before it will know whether its plan of operation will be successful.

Off-Balance Sheet Arrangements

GeoTraq has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.

MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURES

GeoTraq had no contingencies or long-term commitments as of January 31, 2016.

CRITICAL ACCOUNTING POLICIES

GeoTraq's financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of GeoTraq's financial statements is critical to an understanding of GeoTraq's financial statements. For the periods ended January 31, 2016 and July 31, 2015, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This Item is not applicable because we are a "smaller reporting company," as defined by applicable SEC regulation.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of January 31, 2016. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to be not effective as of January 31, 2016 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Remediation Plan

We will aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. We are unable to remedy our controls related to the inadequate segregation of duties until we receive financing and/or income to hire additional employees. In the interim, however, we will hire the necessary consultants to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

GeoTraq is not a party to any pending legal proceedings.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

None

Item 6. Exhibits

EXHIBIT INDEX

_____________

SIGNATURES

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

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