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: September 30, 2018

~~March 31, 2018~~ 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: ~~333-04066~~000-55937

GEOSPATIAL CORPORATION

(Exact name of registrant as specified in its charter)

229 Howes Run Road, Sarver, PA 16055 (Address of principal executive offices)

(724) 353-3400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

~~Check~~Indicate by check mark whether the issuer (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.

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, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” ~~and~~, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Geospatial Corporation and Subsidiaries
Consolidated Balance Sheets

	September 30,	December 31,
	2018	2017
	(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	`$8,132`	`$8,357`
Accounts receivable	`239,851`	`92,400`
Prepaid expenses and other current assets	`90,789`	`92,081`

Total current assets	`338,772`	`192,838`

Property and equipment:
Field equipment	`357,070`	`359,591`
Field vehicles	`43,285`	`43,285`

Total property and equipment	`400,355`	`402,876`
Less: accumulated depreciation	`(396,564)`	`(390,400)`

Net property and equipment	`3,791`	`12,476`

Total assets	`$342,563`	`$205,314`

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable	`$205,516`	`$248,745`
Accrued expenses	`1,312,164`	`1,231,553`
Notes payable	`2,005,748`	`1,487,174`
Accrued registration payment arrangement	`76,337`	`76,337`

Total current liabilities	`3,599,765`	`3,043,809`

Stockholders' deficit:
Preferred stock:
Undesignated, $0.001 par value; 20,000,000 shares authorized at September 30, 2018 and December 31, 2017; no shares issued and outstanding at September 30, 2018 and December 31, 2017	`-`	`-`
Series B Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized at September 30, 2018 and December 31, 2017; no shares issued and outstanding at September 30, 2018 and December 31, 2017	`-`	`-`
Series C Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2018 and December 31, 2017; 3,644,578 shares issued and outstanding at September 30, 2018 and December 31, 2017	`3,645`	`3,645`
Common stock, $0.001 par value; 750,000,000 shares authorized at September 30, 2018 and December 31, 2017; 319,743,786 and 285,830,452 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	`319,743`	`285,830`
Additional paid-in capital	`40,360,985`	`39,819,841`
Additional paid-in capital, warrants	`110,800`	`170,000`
Accumulated deficit	`(44,052,375)`	`(43,117,811)`

Total stockholders' deficit	`(3,257,202)`	`(2,838,495)`

Total liabilities and stockholders' deficit	`$342,563`	`$205,314`

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

Geospatial Corporation and Subsidiaries
Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2018	2017	2018	2017

Sales	`$259,554`	`$230,330`	`$700,122`	`$521,465`
Cost of sales	`71,311`	`89,636`	`169,891`	`175,722`

Gross profit	`188,243`	`140,694`	`530,231`	`345,743`

Selling, general and administrative expenses	`299,962`	`431,480`	`1,151,087`	`1,469,427`

Net loss from operations	`(111,719)`	`(290,786)`	`(620,856)`	`(1,123,684)`

Other income (expense):
Interest expense	`(100,060)`	`(89,583)`	`(314,338)`	`(235,882)`
Gain on extinguishment of debt	`-`	`-`	`-`	`13,693`
Other income	`-`	`-`	`1,711`	`-`
Loss on disposal of property and equipment	`-`	`-`	`(1,856)`	`-`
Gain on foreign currency exchange	`775`	`-`	`775`	`-`
Registration payment arrangements	`-`	`-`	`-`	`432,578`

Total other income (expense)	`(99,285)`	`(89,583)`	`(313,708)`	`210,389`

Net loss before income taxes	`(211,004)`	`(380,369)`	`(934,564)`	`(913,295)`

Provision for income taxes	`-`	`-`	`-`	`-`

Net loss	`$(211,004)`	`$(380,369)`	`$(934,564)`	`$(913,295)`

Basic and fully-diluted net loss per share of common stock	`$(0.00)`	`$(0.00)`	`$(0.00)`	`$(0.00)`

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

Geospatial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Deficit
For the Nine Months Ended September 30, 2018
(Unaudited)

						Additional
					Additional	Paid-In
	Preferred Stock		Common Stock		Paid-In	Capital,	Accumulated
	Shares	Amount	Shares	Amount	Capital	Warrants	Deficit	Total

Balance, December 31, 2017	3,644,578	$ 3,645	285,830,452	$ 285,830	$ 39,819,841	$ 170,000	$ (43,117,811)	$ (2,838,495)
Sale of common stock, net of issuance costs	-	-	16,733,334	16,733	229,267	-	-	246,000
Issuance of common stock for services	-	-	7,180,000	7,180	100,520	-	-	107,700
Exercise of warrants to purchase common stock	-	-	10,000,000	10,000	175,000	(85,000)	-	100,000
Issuance of convertible securities with beneficial conversion features	-	-	-	-	36,357	-	-	36,357
Issuance of warrants to purchase common stock pursuant to issuance of notes payable	-	-	-	-	-	25,800	-	25,800
Net loss for the nine months ended September 30, 2018	-	-	-	-	-	-	(934,564)	(934,564)
Balance, September 30, 2018	3,644,578	$ 3,645	319,743,786	$ 319,743	$ 40,360,985	$ 110,800	$ (44,052,375)	$ (3,257,202)

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

Geospatial Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

	For the Nine Months Ended
	September 30,
	2018	2017
Cash flows from operating activities:
Net loss	`$(934,564)`	`$(913,295)`
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	`6,829`	`31,332`
Loss on disposal of property and equipment	`1,856`	`-`
Amortization of deferred debt issue costs	`114,204`	`18,613`
Amortization of discount on notes payable	`36,357`	`54,949`
Gain on extinguishment of debt	`-`	`(13,693)`
Accrued registration payment arrangement	`-`	`(432,578)`
Accrued interest payable	`162,240`	`156,866`
Issuance of common stock for services	`107,700`	`200,000`
Changes in operating assets and liablities:
Accounts receivable	`(147,451)`	`(126,210)`
Prepaid expenses and other current assets	`1,292`	`39,844`
Accounts payable	`(43,229)`	`54,869`
Accrued expenses	`255,664`	`327,322`

Net cash used in operating activities	`(439,102)`	`(601,981)`

Cash flows from investing activities:
Purchase of property and equipment	`-`	`(2,521)`

Net cash used in investing activities	`-`	`(2,521)`

Cash flows from financing activities:
Proceeds from issuance of notes payable	`200,000`	`-`
Principal payments on notes payable	`(107,123)`	`(42,153)`
Principal payments on capital lease liabilities	`-`	`(2,675)`
Proceeds from sale of common stock, net of offering costs	`246,000`	`550,000`
Proceeds from exercise of warrants to purchase common stock	`100,000`	`38,000`

Net cash provided by financing activities	`438,877`	`543,172`

Net change in cash and cash equivalents	`(225)`	`(61,330)`

Cash and cash equivalents at beginning of period	`8,357`	`66,992`

Cash and cash equivalents at end of period	`$8,132`	`$5,662`

Supplemental disclosures:
Cash paid during period for interest	`$1,695`	`$5,454`
Cash paid during period for income taxes	`-`	`-`
Non-cash transactions:
Issuance of common stock for services	`107,700`	`200,000`
Issuance of common stock for registration penalty	`-`	`13,200`
Issuance of convertible securities with beneficial conversion features	`36,357`	`39,132`
Liabilities settled by issuance of notes payable	`175,653`	`51,227`
Issuance of warrants to purchase common stock pursuant to issuance
of notes payable	`25,800`	`-`
Issuance of warrants to purchase common stock for loan concessions	`-`	`170,000`

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

NOTES TO THE CONCENSED CONSOLIDATED FINANCIAL STATEMENTS ~~AS OF MARCH 31, 2018 AND DECEMBER 31, 2017 AND FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017~~(Unaudited)

Consolidated Balance Sheets (Unaudited)4

Consolidated Statements of Operations (Unaudited)5

Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)6

Consolidated Statements of Cash Flows (Unaudited)7

Notes to Unaudited Consolidated Financial Statements8

3

~~Geospatial Corporation and Subsidiaries~~

~~Consolidated Balance Sheets~~

March 31,

December 31,

2018

2017

(Unaudited)

ASSETS

Current assets:

   Cash and cash equivalents
$ 798

$ 8,357
   Accounts receivable
141,214

92,400
   Prepaid expenses and other current assets
79,005

92,081

       Total current assets
221,017

192,838

Property and equipment:

   Field equipment
359,591

359,591
   Field vehicles
43,285

43,285

       Total property and equipment
402,876

402,876
       Less: accumulated depreciation
(393,430)

(390,400)

       Net property and equipment
9,446

12,476

Total assets
$ 230,463

$ 205,314

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:

   Accounts payable
$ 273,602

$ 248,745
   Accrued expenses
1,371,552

1,231,553
   Notes payable
1,578,693

1,487,174
   Accrued registration payment arrangement
76,337

76,337

       Total current liabilities
3,300,184

3,043,809

Stockholders' deficit:

   Preferred stock:
     Undesignated, $0.001 par value; 10,000,000 shares authorized at March 31, 2018
       and December 31, 2017; no shares issued and outstanding at March 31, 2018
       and December 31, 2017
-

-
     Series B Convertible Preferred Stock, $0.001 par value; 5,000,000 shares authorized
       at March 31, 2018 and December 31, 2017; no shares issued and outstanding at
       March 31, 2018 and December 31, 2017
-

-
     Series C Convertible Preferred Stock, $0.001 par value; 10,000,000 shares authorized
       at March 31, 2018 and December 31, 2017; 3,644,578 and 4,543,654 shares
       issued and outstanding at March 31, 2018 and December 31, 2017, respectively
3,645

3,645
   Common stock, $0.001 par value; 750,000,000 shares authorized at March 31, 2018
       and December 31, 2017;   279,080,452 and 226,211,740 shares issued and outstanding
       at March 31, 2018 and December 31, 2017, respectively
302,497

285,830
   Additional paid-in capital
40,093,956

39,819,841
   Additional paid-in capital, warrants
85,000

170,000
   Accumulated deficit
(43,554,819)

(43,117,811)

       Total stockholders' deficit
(3,069,721)

(2,838,495)

Total liabilities and stockholders' deficit
$ 230,463

$ 205,314

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

4

~~Geospatial Corporation and Subsidiaries~~

~~Consolidated Statements of Operations~~

~~(Unaudited)~~

For the Three Months Ended

March 31,

2018

2017

Sales
$ 177,814

$ 98,200
Cost of sales
42,639

42,054

   Gross profit
135,175

56,146

Selling, general and administrative expenses
463,145

482,643

Net loss from operations
(327,970)

(426,497)

Other income (expense):

   Interest expense
(110,749)

(72,469)
   Gain on extinguishment of debt
-

13,693
   Other income
1,711

-
   Registration payment arrangements
-

254,458

       Total other income (expense)
(109,038)

195,682

Net income (loss) before income taxes
(437,008)

(230,815)

Provision for income taxes
-

-

Net loss
$ (437,008)

$ (230,815)

Basic and fully-diluted net loss per share of common stock
$ 0.00

$ 0.00

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

5

~~Geospatial Corporation and Subsidiaries~~

~~Consolidated Statements of Changes in Stockholders' Deficit~~

~~For the Three Months Ended March 31, 2018~~

~~(Unaudited)~~

Additional

Additional

Paid-In

Preferred Stock

Common Stock

Paid-In

Capital,

Accumulated

Shares

Amount

Shares

Amount

Capital

Warrants

Deficit

Total

Balance, December 31, 2017
3,644,578

$ 3,645

285,830,452

$ 285,830

$ 39,819,841

$ 170,000.00

$ (43,117,811)

$ (2,838,495)

Sale of common stock, net of issuance
costs
-

-

6,666,667

6,667

88,333

-

-

95,000

Exercise of warrants to purchase
common stock
-

-

10,000,000

10,000

175,000

(85,000)

-

100,000

Issuance of convertible securities with
beneficial conversion features
-

-

-

-

10,782

-

-

10,782

Net loss for the three months ended
  March 31, 2018
-

-

-

-

-

-

(437,008)

(437,008)

Balance, March 31, 2018
3,644,578

$ 3,645

302,497,119

$ 302,497

$ 40,093,956

$ 85,000

$ (43,554,819)

$ (3,069,721)

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

6

~~Geospatial Corporation and Subsidiaries~~

~~Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

For the Three Months Ended

March 31,

2018

2017
Cash flows from operating activities:

Net loss
$ (437,008)

$ (230,815)
Adjustments to reconcile net loss to net cash used in operating activities:

   Depreciation
3,030

16,432
   Amortization of deferred debt issue costs
55,839

-
   Amortization of discount on notes payable
10,782

26,917
   Gain on extinguishment of debt
-

(13,693)
   Accrued registration payment arrangement
-

(254,458)
   Accrued interest payable
43,380

44,204
   Changes in operating assets and liabilities:

       Accounts receivable
(48,814)

(9,600)
       Prepaid expenses and other current assets
13,076

62,362
       Accounts payable
24,857

13,884
       Accrued expenses
139,799

114,949

   Net cash used in operating activities
(195,059)

(229,818)

Cash flows from financing activities:

Principal payments on notes payable
(7,500)

(18,653)
Principal payments on capital lease liabilities
-

(885)
Proceeds from sale of common stock, net of offering costs
95,000

250,000
Proceeds from exercise of warrants to purchase common stock
100,000

-

   Net cash provided by financing activities
187,500

230,462

Net change in cash and cash equivalents
(7,559)

644

Cash and cash equivalents at beginning of period
8,357

66,992

Cash and cash equivalents at end of period
$ 798

$ 67,636

Supplemental disclosures:

Cash paid during period for interest
$ 748

$ 1,348
Cash paid during period for income taxes
-

-
Non-cash transactions:

   Issuance of common stock in settlement of liabilities
-

9,560
   Issuance of common stock for registration penalty
-

13,200
   Issuance of convertible securities with beneficial conversion features
10,782

11,100

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

7

~~Geospatial Corporation and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2018~~

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 three and nine months ended ~~March 31,~~September 30, 2018 should be read in conjunction with the ~~Company's~~Company’s Financial Statements as of and for the year ended December 31, 2017. In the opinion of the ~~Company's~~Company’s management, all adjustments considered necessary for a fair ~~statement~~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 three and nine months ended ~~March 31,~~September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, 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.

Note 2 – Accrued Expenses

Accrued expenses consisted of the following:

	March 31,	December 31,	September 30,	December 31,
	2018	2017	2018	2017

Payroll and taxes	$ 1,207,746	$ 1,067,197	`$1,144,544`	`$1,067,197`
Accounting	46,754	47,504	`41,694`	`47,504`
Contractors and subcontractors	10,227	10,227	`20,794`	`10,227`
Interest	2,443	2,243	`2,843`	`2,243`
Other	104,382	104,382	`102,289`	`104,382`

Accrued expenses	$ 1,371,552	$ 1,231,553	`$1,312,164`	`$1,231,553`

Note 3 – Related-Party Transactions

The Company leases its headquarters building from Mark A. Smith, the ~~Company's~~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~~Company’s corporate, technical, and operations staff. 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'~~days’ notice. The Company incurred no lease expense during the three and nine months ended ~~March 31,~~September 30, 2018 and 2017.

On November 9, 2012, the Company and Mr. Smith entered into a Lease Agreement, pursuant to which the Company leased a field vehicle from Mr. Smith. The lease was for 60 months, and was for substantially the same terms for which Mr. Smith leased the vehicle from the manufacturer. No interest expense was incurred during the three and nine months ended ~~March 31,~~September 30, 2018. Interest on the lease amounted to ~~$22~~$9 and $46 for the three and nine months ended ~~March 31, 2017.~~September 30, 2017, respectively. The lease was recorded as a capital lease. The lease expired during the year ended December 31, 2017.

8

~~Geospatial Corporation and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2018~~

Note 4 – Notes Payable

Current notes payable consisted of the following:

March 31, 2018

December 31, 2017

Secured Promissory Note, payable to an individual, bearing interest at 15% per annum, due June 1, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company
$ 1,554,005

$ 1,455,041

Current portion of long-term notes payable
24,688

32,133

Current notes payable
$ 1,578,693

$ 1,487,174

~~Long-term notes payable consisted of the following:~~

March 31, 2018

December 31, 2017

Notes payable under settlement agreements with former employees, payable monthly with terms of up to 39 months, with interest rates ranging from 0% to 20%
$ 24,688

$ 32,133

Total long-term notes payable
24,688

32,133

Less: current portion
(24,688)

(32,133)

Long-term notes payable, less current portion
$            -

$            -

	September 30, 2018	December 31, 2017
Secured Promissory Note, payable to an individual, bearing interest at 15% per annum, due September 15, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company	`$1,699,646`	`$1,455,041`
Unsecured Convertible Promissory Notes, payable to two individuals, bearing interest at 15% per annum, net of deferred issuance costs. The notes are convertible at the holder’s option to common stock at $0.015 per share	`205,348`	`-`
Settlement agreements with vendors, bearing no interest.	`27,694`	`-`
Notes payable under settlement agreements with former employees, payable monthly with terms of up to twelve months, bearing no interest	`73,060`	`32,133`
Current notes payable	`$2,005,748`	`$1,487,174`

Note 5 – Income Taxes

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

Three Months Ended
March 31, 2018

Three Months Ended
March 31, 2017

Current:

   Federal
$ -

$ -

   State
-

-

-

-

Deferred:

   Federal
(82,212)

(71,608)

   State
(43,499)

(22,733)

(125,711)

(94,341)

Total income taxes
(125,711)

(94,341)

Less: valuation allowance
125,711

94,341

Net income taxes
$ -

$ -

	Three Months Ended September 30, 2018	Three Months Ended September 30, 2017	Nine Months Ended September 30, 2018	Nine Months Ended September 30, 2017

Current:
Federal	`$-`	`$-`	`$-`	`$-`
State	`-`	`-`	`-`	`-`
	`-`	`-`	`-`	`-`
Deferred:
Federal	`(39,552)`	`(113,240)`	`(175,207)`	`(279,482)`
State	`(20,927)`	`(35,949)`	`(92,702)`	`(88,725)`
	`(60,479)`	`(149,189)`	`(267,909)`	`(368,207)`
Total income taxes	`(60,479)`	`(149,189)`	`(267,909)`	`(368,207)`

Less: valuation allowance	`60,479`	`149,189`	`267,909`	`368,207`

Net income taxes	`$-`	`$-`	`$-`	`$-`

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

Three Months Ended
March 31, 2018

Three Months Ended
March 31, 2017
Federal statutory rate
21.0 %

35.0 %
State income taxes (net of federal benefit)
7.9

6.5
Valuation allowance
(28.9)

(41.5)

Effective rate
0.0 %

0.0 %

	Three Months Ended September 30, 2018	Three Months Ended September 30, 2017	Nine months Ended September 30, 2018	Nine months Ended September 30, 2017
Federal statutory rate	`21.0%`	`35.0%`	`21.0%`	`35.0%`
State income taxes (net of federal benefit)	`7.9`	`6.5`	`7.9`	`6.5`
Valuation allowance	`(28.9)`	`(41.5)`	`(28.9)`	`(41.5)`

Effective rate	`0.0%`	`0.0%`	`0.0%`	`0.0%`

Note 5 – Income Taxes (continued)

9

~~Geospatial Corporation and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2018~~

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.

March 31, 2018

December 31, 2017
Start-up costs
$ 10,701

$ 12,413
Depreciation
(33,552)

(31,601)
Accrued expenses
288,112

248,882
Net operating loss carryforward
12,093,448

12,003,305

   Deferred income taxes
12,358,709

12,232,999
   Less: valuation allowance
(12,358,709)

(12,232,999)

Net deferred income taxes
$ -

$ -

	September 30, 2018	December 31, 2017
Start-up costs	`$7,277`	`$12,413`
Depreciation	`(38,106)`	`(31,601)`
Accrued expenses	`270,620`	`248,882`
Net operating loss carryforward	`12,261,117`	`12,003,305`

Deferred income taxes	`12,500,908`	`12,232,999`
Less: valuation allowance	`(12,500,908)`	`(12,232,999)`

Net deferred income taxes	`$-`	`$-`

At ~~March 31,~~September 30, 2018, the Company had federal and state net operating loss carryforwards of approximately ~~$41,845,000.~~$42,426,000. The federal and state net operating loss carryforwards will expire beginning in 2021 and 2026, respectively. The amount of the state net operating loss carryforward that can be utilized each year to offset taxable income is limited by federal and state law.

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:

Three Months Ended
March 31, 2018

Three Months Ended
March 31, 2017
Net loss
$ (437,008)

$ (230,815)

Weighted average number of shares of common stock outstanding
292,830,452

237,659,384
Dilutive potential shares of common stock
292,830,452

237,659,384

Net loss per share of common stock:

   Basic
$ (0.00)

$ (0.00)
   Diluted
$ (0.00)

$ (0.00)

	Three Months Ended September 30, 2018	Three Months Ended September 30, 2017	Nine months Ended September 30, 2018	Nine months Ended September 30, 2017
Net income (loss)	`$(211,004)`	`$(380,369)`	`$(934,564)`	`$(913,295)`

Weighted average number of shares of common stock outstanding	`316,231,105`	`274,660,162`	`305,154,311`	`257,745,741`
Dilutive potential shares of common stock	`316,231,105`	`274,660,162`	`305,154,311`	`257,745,741`

Net loss per share of common stock:
Basic	`$(0.00)`	`$(0.00)`	`$(0.00)`	`$(0.00)`
Diluted	`$(0.00)`	`$(0.00)`	`$(0.00)`	`$(0.00)`

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

Three Months Ended
March 31, 2018

Three Months Ended
March 31, 2017
Series C Convertible Preferred Stock
72,891,560

80,883,347
Options and warrants to purchase common stock
8,220,000

17,275,938
Secured Promissory Note
78,545,475

30,465,278

Total
159,657,035

128,624,563

	Three Months Ended September 30, 2018	Three Months Ended September 30, 2017	Nine Months Ended September 30, 2018	Nine Months Ended September 30, 2017
Series C Convertible Preferred Stock	`72,891,560`	`72,891,560`	`72,891,560`	`75,526,216`
Options and warrants to purchase common stock	`8,257,065`	`16,018,393`	`8,257,065`	`29,147,461`
Unsecured Promissory Notes	`13,827,767`	`-`	`7,041,667`	`-`
Secured Promissory Note	`83,512,850`	`56,315,086`	`68,761,757`	`34,593,939`

Total	`178,489,242`	`145,225,039`	`156,952,049`	`139,267,616`

Note 7 – Stock-Based Payments

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, the Company granted warrants to purchase ~~667,000~~2,694,499 shares of the

10

~~Geospatial Corporation and Subsidiaries~~

~~Notes to Unaudited Consolidated Financial Statements~~

~~March 31, 2018~~

~~Company's~~Company’s common stock to investors in connection with investments in the ~~Company's~~Company’s common stock. The Company also granted warrants to purchase 3,000,000 shares to lenders pursuant to the issuance of Unsecured Convertible Promissory Notes.

During the nine months ended September 30, 2018, the Company granted 7,180,000 shares of the Company’s common stock to consultants in consideration for services. The Company recorded expense of $107,700, the fair value of the services received.

On May 10, 2018, the Company granted options to purchase 112,000,000 shares of common stock to its officers. The options have a term of three years and are exercisable upon attainment of certain performance benchmarks.

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"~~(“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~~“Gains on extinguishment of ~~debt"~~debt” in ~~"Other~~“Other income and ~~expenses"~~expenses” on the ~~Company's~~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. No gain on extinguishment of debt was recorded during the three and nine months ended ~~March 31,~~September 30, 2018. Gains on extinguishment of debt of $13,693 were recorded during the ~~three~~nine months ended ~~March 31,~~September 30, 2017.

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"~~“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~~“accrued registration payment arrangement,"” and amounted to $76,337 at ~~March 31,~~September 30, 2018 and December 31, 2017. 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~~“registration payment ~~arrangements"~~arrangements”. The Company had no gain or loss from registration payment arrangements of during the three and nine months ended ~~March 31,~~September 30, 2018. The Company had gains from registration payment arrangements of ~~$254,458~~$0 and $432,578 during the three and nine months, respectively, ended ~~March 31,~~September 30, 2017.

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

Overview

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) together with our financial statements and notes thereto as of and for the year ended December 31, 2017, filed with our Annual Report on Form 10-K on April 16, 2018, and our financial statements and notes thereto as of and for the three and nine months ended ~~March 31,~~September 30, 2018, which appear elsewhere in this Quarterly Report on Form 10-Q. The financial statements as of and for the years ended December 31, 2017 and 2016 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.

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 our GeoUnderground software, 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.

The unaudited consolidated financial statements for the periods ended March 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.

Results of Operations

The following discussion should be read in conjunction with our financial statements for the periods ended ~~March 31,~~September 30, 2018 and 2017 and the related notes thereto.

Results of Operations for the Three and Nine Months ended ~~March 31,~~September 30, 2018 and 2017

We had sales of ~~$177,814~~$259,554 and ~~$98,200~~$700,122 during the three and nine months, respectively, ended ~~March 31, 2018~~September 30, 2018. Cost of sales was $71,311 and ~~2017, respectively.~~$169,891 for the three and nine months, respectively, ended September 30, 2018. Sales were $230,330 and $521,465 during the three and nine months, respectively, ended September 30, 2017. Cost of sales were ~~$42,639~~$89,636 and ~~$42,054~~$175,722 for the three and nine months, respectively, ended ~~March 31, 2018 and 2017, respectively.~~September 30, 2017. Our sales have fluctuated throughout 2018 and 2017 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 ~~$463,145~~$299,962 and ~~$482,643~~$1,151,087 for the three and nine months, respectively, ended ~~March 31, 2018~~September 30, 2018. SG&A expenses were $431,480 and ~~2017, respectively.~~$1,469,427 for the three and nine months, respectively, ended September 30, 2017. The ~~decrease~~decreases in SG&A costs for the three and nine months ended ~~March 31,~~September 30, 2018 compared to the three and nine months ended ~~March 31,~~September 30, 2017 ~~was~~were due to ~~a decrease~~decreases in professional fees due to budget constraints, ~~which was partially offset by an increase in~~ payroll costs due to ~~a higher~~reductions in sales and technical headcount, and insurance costs due to reduction in ~~2018.~~insurance.

Other income and expense for the three and nine months, respectively, ended ~~March 31,~~September 30, 2018, ~~and 2017 was~~were net expense of ~~$109,038~~$99,285 and $313,708, respectively, which included interest expense of $100,060 and $314,338, respectively, other income of $0 and $1,711, respectively, loss on disposal of property and equipment of $0 and $1,856, respectively, and gain on foreign currency exchange of $775 and $775, respectively. Other income and expense for the three and nine months, respectively, ended September 30, 2017 were net expense of $89,583 and net income of ~~$195,682, respectively. Other expense for the three months ended March 31, 2018~~$210,389, respectively, which consisted of interest expense of ~~110,749,~~$89,583 and ~~other income of $1,711. Net other income for the three months ended March 31, 2017 included interest expense of $72,469,~~$235,882, respectively, gains on extinguishment of debt of $0 and $13,693, respectively, and gains related to registration payment arrangements of ~~$254,458.~~$0 and $432,578, respectively.

The increase in interest expense in 2018 was due to interest on the Truitt Note, which increased due to a higher outstanding balance, a higher interest rate incurred pursuant to a note extension agreement, and amortization of deferred debt issue costs. In addition, interest expense increased due to interest on unsecured convertible promissory notes that were issued in May 2018.

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 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 gain or loss related to registration payment arrangements during the three and nine months ended ~~March 31, 2018. During~~September 30, 2018, and during the three months ended ~~March 31,~~September 30, 2017. During the nine months ended September 30, 2017, we had gains related to registration payment arrangements of ~~$254,458~~$432,578 due to a decrease in the value of our common stock. 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, 2018 and 2017, as our deferred tax benefit was completely offset by a

12

valuation allowance due to the uncertainty of realization of the benefit.

Liquidity and Capital Resources

At ~~March 31,~~September 30, 2018, we had current assets of ~~$221,017,~~$338,772, and current liabilities of ~~$3,300,184.~~$3,599,765.

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, 2018, current liabilities exceeded current assets by ~~$3,079,167,~~$3,260,993, and total liabilities exceeded total assets by ~~$3,069,721.~~$3,257,202. 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. 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 ~~6.7~~16.7 million shares of common stock for a net consideration of ~~$95,000,~~$246,000, and received $100,000 for the exercise of warrants to purchase 10.0 million shares of common stock. In addition, we issued approximately ~~3.2~~7.2 million shares of stock for services with a fair value of ~~$44,520.~~$107,700, and converted approximately $176,000 of liabilities to notes payable. We also issued $200,000 of unsecured convertible promissory notes.

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. There can be no assurance that financing will be available when required in sufficient amounts, on acceptable terms or at all.

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, cloud-based mapping software to be marketed under our existing name GeoUndergound that replaces our previous version of GeoUnderground. We currently utilize GeoUnderground to deliver data to customers. We have begun to market GeoUnderground, which we intend to offer ~~GeoUnderground~~ as a subscription-based stand-alone ~~product.~~product, and we have sold consulting services related to GeoUnderground. We believe that our changes to our operating focus will enable us to increase revenue from operations substantially.

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, 2018.

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.

Application of Critical Accounting Policies

We prepare our financial statements in conformity with accounting principles generally accepted in the United States of America, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions which, in our opinion, are significant to the underlying amounts included in the financial statements and for which it would be reasonably possible that future events or information could change those estimates include:

Registration Payment Arrangements. We are contractually obligated to issue shares of our common stock to certain investors for failure to timely register their shares of our common stock under the Securities Act. We have recorded a liability for the estimated number of shares to be issued at the fair value of the stock to be issued. We review on a quarterly basis our estimate of the number of shares to be issued and the fair value of the stock to be issued.

Realization of Deferred Income Tax Assets. We provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between financial reporting and tax accounting methods and any available operating loss or tax credit carryovers. At ~~March 31,~~September 30, 2018, we had a deferred tax asset resulting principally from our net operating loss deduction carryforward available for tax purposes in future

years. This deferred tax asset is completely offset by a valuation allowance due to the uncertainty of realization. We evaluate the necessity of the valuation allowance quarterly.

Estimated Costs to Complete Fixed-Price Contracts. We record revenues for fixed-price contracts under the percentage-of-completion method of accounting, whereby revenues are recognized ratably as those contracts are completed. This rate is based primarily on the proportion of contract costs incurred to date to total contract costs projected to be incurred for the entire project, or the proportion of measurable output completed to date to total output anticipated

13

for the entire project. We review our estimates of costs to complete each contract on a quarterly basis and make adjustments if necessary. At ~~March 31,~~September 30, 2018, we had no open fixed-price contracts.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Interest Rate Risk—Interest rate risk refers~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to ~~fluctuations in~~provide the value of a security resulting from changes in the general level of interest rates. We do not have significant short-term investments. Accordingly, we believe that we do not have a material interest rate exposure.information under this item.

Foreign Currency Risk—Our functional currency is the United States dollar. We do not currently have any assets or liabilities denominated in foreign currencies. Consequently, we have no direct exposure to foreign currency risk.

~~Commodity Price Risk—Based on the nature of our business, we have no direct exposure to commodity price risk.~~

ITEM 4.CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Company management, including the Chief Executive Officer (Principal Executive Officer) and the Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) and 15d-15(e). Based upon, and as of the date of this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~March 31,~~September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

14

15

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 hereunto duly authorized.

~~Date: May 15, 2018~~

16

NEVADA	870554463
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller ~~Reporting Company~~reporting company	☒
			Emerging growth company	☒

TOPIC	Page

`PART I FINANCIAL INFORMATION`	3
ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2: MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 4. CONTROLS AND PROCEDURES	14

PART II OTHER INFORMATION	15
ITEM 1. LEGAL PROCEEDINGS	15
ITEM 1A. RISK FACTORS	15
ITEM 2. SALES OF UNREGISTERED EQUITY SECURITIES	15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4. MINE SAFETY DISCLOSURES	15
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	15

SIGNATURES	16

TOPIC	Page

FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2018 AND 2017	3
Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	4
Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2018 and 2017 (Unaudited)	5
Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2018 and 2017 (Unaudited)	7
Notes to the Condensed Consolidated Financial Statements (Unaudited)	8

Exhibit		Description

31.1		Rule 13a-14(a) Certification of Mark A. Smith
31.2		Rule 13a-14(a) Certification of Thomas R. Oxenreiter
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer
~~101.INS~~	~~XBRL Instance Document~~
~~101.SCH~~101 INS*		XBRL ~~Extension Schema~~Instance Document
~~101.LAB~~101 SCH*		XBRL ~~Labels Linkbase~~Taxonomy Schema
~~101.DEF~~101 CAL*		XBRL ~~Definitions~~Taxonomy Extension Calculation Linkbase
~~101.CAL~~101 DEF*		XBRL ~~Calculations~~Taxonomy Extension Definition Linkbase
~~101.PRE~~101 LAB*		XBRL Taxonomy Extension Label Linkbase
101 PRE*		XBRL Taxonomy Extension Presentation Linkbase

	March 31, 2018	December 31, 2017
Secured Promissory Note, payable to an individual, bearing interest at 15% per annum, due June 1, 2018, net of discount and deferred issuance costs. The note is convertible to common stock at the higher of 75% of the 10 day average bid price or $0.02 per share, and is secured by substantially all the assets of the Company	$ 1,554,005	$ 1,455,041
Current portion of long-term notes payable	24,688	32,133
Current notes payable	$ 1,578,693	$ 1,487,174

	Three Months Ended March 31, 2018	Three Months Ended March 31, 2017

Current:
Federal	$ -	$ -
State	-	-
	-	-
Deferred:
Federal	(82,212)	(71,608)
State	(43,499)	(22,733)
	(125,711)	(94,341)
Total income taxes	(125,711)	(94,341)

Less: valuation allowance	125,711	94,341

Net income taxes	$ -	$ -

Date: November 19, 2018	Geospatial Corporation (Registrant)
	By:		/S/ MARK A. SMITH
	Name: Title:	Mark A. Smith Chief Executive Officer
		~~Mark A. Smith Chief Executive Officer~~
	By:	/S/		THOMAS R. OXENREITER
	Name: Title:		Thomas R. Oxenreiter Chief Financial Officer