LEONARD W. BURNINGHAM
Attorney at Law
455 East 500 South, Suite 205
Salt Lake City, Utah 84101
Telephone: 801-363-7411
Email: lwb@burninglaw.com
December 19, 2012
United States Securities
and Exchange Commission
Washington, D.C. 20549
Attention:
Pamela Long, Assistant Director
Re:
Geo Point Resources, Inc. (the “Registrant”)
Registration Statement on Form S-1
Filed October 24, 2012
File No. 333-184578
Dear Ms. Long:
The Registrant has received your comment letter dated December 18, 2012, and on its behalf, duly authorized, the following information and responses are provided:
Risk Factors, page 8:
Registrant’s Accounting and Management Systems and Resources May be Inadequate and Geo Point Nevada’s success will depend on its ability to retain key employees…, page 19
William C. Lachmar is essential to the continuation of our current business operations, page 13:
1.
It appears that in response to comment 11 in our letter dated November 16, 2012, you combined two unrelated risk factors, rather than the risk factors identified in our prior comment relating to your dependability on Mr. Lachmar’s continued engagement with the company. Please revise your disclosure to consolidate all risks relating to your dependence on Mr. Lachmar as a key employee under one risk factor.
Response:
The Registrant has combined the headings and paragraphs of the correct Risk Factors; see page 13.
Page 2
December 19, 2012
The Spin-Off, page 15:
Pro Rata, on a One for One Basis, page 15:
2.
We note your response and revised disclosure in response to comment 12 in our letter dated November 16, 2012. Further revise your disclosure to include in the filing portions of your response addressing how you utilize the Book-Entry system for stockholders entitled to the dividend, as well as the process undertaken to enable the dividend distribution to these stockholders.
Response:
The Registrant has added the following additional language at the end of this paragraph: “This means that any stockholder who sells shares prior to the ex-dividend date will not be entitled to receive the dividend; and that the purchaser of shares prior to the ex-dividend date will be entitled to the dividend on the spin-off payment date. We are utilizing a Book-Entry System for stockholders entitled to the dividend, and will work about these arrangements with DTC prior to the spin-off payment date. It is anticipated that there will be some time between the record date and the spin-off payment date because the spin-off payment date will be the date on which Geo Point Nevada’s shares of common stock to be received in the spin-off have been granted quotations on the OTCBB or the OTC Markets, Inc. “Pink Sheets.” This process usually takes six to eight weeks. See page 15.
Executive Compensation, page 31:
Summary Compensation Table, page 31:
3.
We note your revised disclosure in response to comment 24 in our letter dated November 16, 2012. Please note that the “Total Earnings” column should also include the amounts you now disclose under “All Other Compensation.” Please revise your disclosure according.
Response:
The Registrant has made these changes in each of the respective columns; see page 32.
Signatures:
4.
With respect to the executive officer who is signing the registration statement in the capacity of the chief financial officer and chief accounting officer or controller, please ensure to indicate each such capacity next to the executive’s name in the signature block. Refer to instruction 2 to Signatures in Form S-1.
Response:
The Registrant has made these corrections.
Page 3
December 19, 2012
Accelerated Effective Date:
If these revisions are acceptable, I respectively request an accelerated effective date of December 31, 2012, at the opening of business on that date.
Please contact me if you have any further questions or comments.
Sincerely yours,
/s/Leonard W. Burningham
Leonard W. Burningham
cc:
Geo Point Resources, Inc.
Utah Division of Securities
Attn: Benjamin N. Johnson
Division of Corporate Finance