10-Q 1 goldpoint10q093008.htm GOLDPOINT RESOURCES, INC. FORM 10-Q SEPTEMBER 30, 2008 goldpoint10q093008.htm


 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008
Commission File Number:  333-148036

GOLDPOINT RESOURCES, INC
(Exact Name of Issuer as Specified in Its Charter)

 
Nevada
1040
75-3250686
State of Incorporation
Primary Standard Industrial
I.R.S.
 
Employer Classification
Identification No.
 
Code Number #
 

110 South Fairfax Avenue #A11-123, Los Angeles, CA 90036
   (Address and Telephone Number of Issuer's Principal Executive Offices)

InCorp Services, Inc.
3155 East Patrick Lane, Suite 1
Las Vegas, NV 89120
702-866-2500
 (Name, Address, and Telephone Number of Agent)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yesx        Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 
Large Accelerated Filer o Non-Accelerated Filer o
  (Do not check if a smaller reporting company)
   
Accelerated Filer o Smaller reporting company x

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, 15(d) of the Exchange Act after the distribution of the securities under a plan confirmed by a court.      YES     NO

APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock at the latest practicable date. As of November 7, 2008, the registrant had 3,500,000 shares of common stock, $0.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (Check one):    YES o    NO x

 
 

 
 
PART I - FINANCIAL INFORMATION - UNAUDITED
 
     
Item 1.
BALANCE SHEET
 1
 
STATEMENTS OF OPERATIONS
 2
 
STATEMENT OF STOCKHOLDERS’ EQUITY
 3
 
INTERIM STATEMENT OF CASH FLOWS
 4
 
NOTES TO THE FINANCIAL STATEMENTS
 5
Item 2.
Management's Discussion and Analysis of Financial Condition and
 11
 
Plan of Operations.
 11
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 13
Item 4.
Controls and Procedures
 13
     
PART II - OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
 15
Item 1A.
Risk Factors
 15
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 15
Item 3.
Defaults Upon Senior Securities
 15
Item 4.
Submission of Matters to a Vote of Security Holders
 15
Item 5.
Other Information
 15
Item 6.
Exhibit and Reports on Form 8-K
 15


 
 

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited- Prepared by Management)
 
GOLDPOINT RESOURCES, INC
 
(An Exploration Stage Enterprise)
 
BALANCE SHEETS
 
             
   
September 30,
   
December 31,
 
   
2008
   
2007
 
   
(unaudited)
       
ASSETS
           
             
CURRENT ASSETS
           
Cash
  $ 10,923     $ 4,990  
Total Current Assets
    10,923       4,990  
                 
                 
TOTAL ASSETS
  $ 10,923     $ 4,990  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 3,310     $ 4,745  
Total Current Liabilities
    3,310       4,745  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' EQUITY
               
Common stock, $0.001 par value; 50,000,000 shares authorized,
               
3,422,500 and 2,100,000 shares issued and outstanding, respectively
    3,423       2,100  
Additional paid-in capital
    29,027       3,900  
Accumulated deficit
    (24,837 )     (5,755 )
Total Stockholders' Equity
    7,613       245  
                 
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 10,923     $ 4,990  
 
See Accompanying Notes to Financial Statements
 
 
1

 
 
GOLDPOINT RESOURCES, INC
(An Exploration Stage Enterprise)
STATEMENTS OF OPERATIONS
 
(Unaudited)
                               
                           
June 29, 2007
 
   
Three Months Ended
   
Nine Months Ended
   
(inception)
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
   
to
 
   
2008
   
2007
   
2008
   
2007
   
Sept 30, 2008
 
                               
REVENUES
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
Exploration expense
  $ 3,000     $ -     $ 3,000             $ 3,000  
Professional fees
    5,000       1,000       9,913       1,000       15,133  
General and administrative expenses
    5,114       -       6,169               6,704  
Total operating expenses
    13,114       1,000       19,082       1,000       24,837  
                                         
LOSS FROM OPERATIONS
    (13,114 )     (1,000 )     (19,082 )     (1,000 )     (24,837 )
                                         
                                         
LOSS BEFORE TAXES
    (13,114 )     (1,000 )     (19,082 )     (1,000 )     (24,837 )
                                         
INCOME TAX EXPENSE
    -       -       -       -          
                                         
NET LOSS
  $ (13,114 )   $ (1,000 )   $ (19,082 )   $ (1,000 )   $ (24,837 )
                                         
NET LOSS PER COMMON SHARE,
                                       
BASIC AND DILUTED
  $ -     $ -     $ -     $ -          
                                         
WEIGHTED AVERAGE NUMBER
                                       
OF COMMON SHARES OUTSTANDING,
                                       
BASIC AND DILUTED
    3,398,370       684,783       2,941,268       670,213          
 
See Accompanying Notes to Financial Statements

 
2

 

GOLDPOINT RESOURCES, INC
 
(An Exploration Stage Enterprise)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
(Unaudited)
 
                                 
                                 
                 
Additional
         
Total
 
     
Common Stock
   
Paid-in
   
Accumulated
   
Stockholders'
 
 
Date
 
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
                                 
Common stock issued for cash
                               
at $0.0025 per share
8/31/07
    2,000,000     $ 2,000     $ 3,000     $       $ 5,000  
                                           
Common stock issued for services
                                         
at $0.0025 per share
8/31/07
    100,000       100       900               1,000  
                                           
Net loss for the year ended,
                                         
December 31, 2007
      -       -       -       (5,755 )     (5,755 )
                                           
Balance, December 31, 2007
      2,100,000       2,100       3,900       (5,755 )     245  
                                           
Common stock issued for cash
                                         
at $0.02 per share
2/19/08
    105,000       105       1,995               2,100  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
2/26/08
    70,000       70       1,330               1,400  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
2/28/08
    207,500       207       3,943               4,150  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
3/18/08
    15,000       15       285               300  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
3/19/08
    70,000       70       1,330               1,400  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
3/27/08
    5,000       5       95               100  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
4/1/08
    290,000       290       5,510               5,800  
                                        -  
Common stock issued for cash
                                      -  
at $0.02 per share
5/6/08
    500,000       500       9,500               10,000  
                                        -  
Common stock issued for cash
                                         
at $0.02 per share
8/26/08
    60,000       60       1,140               1,200  
                                        -  
Net loss for the period ended
                                      -  
September 30, 2008
                              (19,082 )     (19,082 )
                                           
Balance September 30, 2008
      3,422,500     $ 3,422     $ 29,028     $ (24,837 )   $ 7,613  
 
See Accompanying Notes to Financial Statements
 
3

 
GOLDPOINT RESOURCES, INC
 
(An Exploration Stage Enterprise)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
               
June 29, 2007
 
   
Nine Months Ended
   
(inception)
 
   
September 30,
   
September 30,
   
to
 
   
2008
   
2007
   
Sept 30, 2008
 
                   
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net gain (loss)
  $ (19,082 )   $ (1,525 )   $ (24,837 )
Common stock issued for services
    -       1,000       1,000  
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
                    -  
Accounts payable
    (1,435 )     525       3,310  
                         
Net cash provided (used) by operating activities
    (20,517 )     -       (20,527 )
                         
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
    -       -       -  
                         
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
                       
Common stock issued for cash
    26,450       5,000       31,450  
                         
Net cash provided by financing activities
    26,450       5,000       31,450  
                         
Net increase (decrease) in cash and cash equivalents
    5,933       5,000       10,923  
                         
Cash at beginning of period
    4,990       -       -  
                         
Cash at end of period
  $ 10,923     $ 5,000     $ 10,923  
                         
                         
SUPPLEMENTAL CASH FLOW DISCLOSURES:
                       
Income taxes paid
  $ -     $ -          
                         
Interest paid
  $ -     $ -          
                         
Stock issued for services
  $ -     $ 1,000          
 
See Accompanying Notes to Financial Statements
 
4

 
GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

NOTE 1 –BASIS OF PRESENTATION
 
Goldpoint Resources, Inc. (the “Company”) was incorporated on June 29, 2007 under the laws of the State of Nevada. The Company is in the initial exploration stage and was organized to engage in the business of natural resource exploration in the State of Nevada.   The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered an Exploration Stage Enterprise.
 
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2007.  In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the three and nine month periods ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
 
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.
 
NOTE 2 –SIGNIFICANT ACCOUNTING POLICIES
 
This summary of significant accounting policies of Goldpoint Resources, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
 
Accounting Method
The Company uses the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
 

 
5

 

GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

Accounting Pronouncements
In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (SFAS 163). This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-management activities. This Statement requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted.  The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.
 
In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162, “The Heirarchy of Generally Accepted Accounting Principles” (SFAS No. 162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles1 that are generally accepted are categorized in descending order of authority as follows:
 
a. FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB
   
b. FASB Technical Bulletins and, if cleared2 by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position
 
c. AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics)
 
d. Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.  The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.
 

 
6

 

GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities,” an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operation.
 
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents.
 
Earnings Per Share
The Company has adopted Statement of Financial Accounting Standards No. 128, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.
 
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.
 
Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2008.
 
SFAS No. 157, “Fair Value Measurements(“SFAS 157), define fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
 

 
7

 

GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

Level 1. Observable inputs such as quoted prices in active markets;
 
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
 
Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
 
The Company does not have any assets or liabilities measured at fair value on a recurring basis at September 30, 2008. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the nine months ended September 30, 2008.
 
Going Concern
As shown in the accompanying financial statements, at September 30, 2008, the Company has limited cash, and has an exploration stage accumulated deficit of $24,837. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
The Company estimates that approximately $50,000 is required to fund operations of the Company for the next 12 months assuming minimal exploration activities.
 
Mineral Exploration and Development Costs
All exploration expenditures are expensed as incurred.  Significant property acquisition payments for active exploration properties are capitalized.  If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned.  Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.
 
Should a property be abandoned, its capitalized costs are charged to operations.  The Company charges to operations the allocable portion of capitalized costs attributable to properties sold.  Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.
 
Mineral Properties
Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims.  Costs to maintain the mineral rights and leases are expensed as incurred.  When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.
 
Mineral properties are periodically assessed for impairment of value and any diminution in value. As of September 30, 2008 and December 31, 2007, there was no impairment of mineral properties.
 

 
8

 

GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

Income Taxes
Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 “Accounting for Income Taxes,” and clarified by FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.”  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
 
NOTE 3 – MINERAL PROPERTIES
  
On August 30, 2007 the Company entered into an “Option to Purchase Agreement” (Option Agreement) with its President to purchase 100% undivided interest in the Lode mining claim PAT # 1 located in the Eldorado Canyon Mining District, Clark County, Nevada.  On October 17, 2008 the Parties to the Option Agreement Amended as follows:
 
The Company, according to the option agreement, must complete exploration expenditure of $10,000 on or before September 30, 2009. Also, the agreement requires an additional $25,000 of completed exploration expenditures on or before September 30, 2010 for an aggregate minimum exploration expenses of $35,000. 
 
Upon exercise of the option the Company agrees to pay the President, commencing January 1, 2011, the sum of $25,000 per annum for as long as the Company holds any interest in the Claims.
 
As of September 30, 2008 the Company has incurred $3,000 toward the exploration expenditures required by the option agreement.
 
NOTE 4 – STOCKHOLDERS’ EQUITY

Preferred stock
 The Company has no preferred stock
 
Common Stock
 The Company’s capitalization is 50,000,000 common shares with a par value of $0.001 per share.
 

 
9

 

GOLDPOINT RESOURCES, INC.
(An Exploration State Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2008

On August 31, 2007, the Company issued 2,000,000 common shares at $0.0025 per share to the sole director and President of the Company for cash proceeds of $5,000 and 100,000 shares to Jameson Capital, LLC for services rendered at a value of $1,000.
 
As of September 30, 2008 the Company has sold approximately 1,322,500 shares at $0.02 per share, for total proceeds of $26,450 through its registered offering.

Net loss per common share
Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.  The Company has no dilutive common shares.
 
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding for the three and nine month periods ending September 30, 2008 and since inception.
 
NOTE 5 – RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property.  An officer or resident agent of the corporation provides office services without charge.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest.  The Company has not formulated a policy for the resolution of such conflicts.
 
NOTE 6 – INCOME TAXES
 
The Company has adopted FASB No. 109 for reporting purposes. As of December 31, 2007 the Company had net operating loss carry forwards of approximately $5,755 that may be available to reduce future years’ taxable income and will expire beginning in 2027. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry-forwards.
 
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per Statement of Accounting Standard No. 109 – Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period.

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

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may,” “should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Company’s actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company. These include the Company’s lack of historically profitable operations, dependence on key personnel, the success of the Company’s business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission.

Company History
 
GoldPoint is an exploration stage company that was incorporated on June 29, 2007, in the state of Nevada. GoldPoint has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, GoldPoint has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations and GoldPoint has no subsidiaries.  Our fiscal year end is December 31st.

Business Development 
 
We intend to commence operations as an exploration stage company and engage in the exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own an option to acquire an undivided 100% beneficial interest in a mineral claim in the Eldorado Canyon Mining District, located in Clark County, Nevada due south of Nelson, Nevada. There is no assurance that a commercially viable mineral deposit exists on the claims.  We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.  The claim is located in the southern portion of the Eldorado Mountains and along the northern end of the Opal Mountains.  The small town of Nelson, Nevada is in the center of the mining district.  Nelson is approximately twenty-six miles (paved road) south of Boulder City, Nevada, and six miles west of the Colorado River.  Elevations in the area range from approximately 1,500 feet to 3,500 feet above sea level.  The property is accessed directly due south from Nelson, Nevada by a well-maintained gravel road which leads Claim.
 
Goldpoint Resources, Inc. filed a registration statement on Form SB-2 on December 13, 2007, which was deemed effective on December 28, 2007.  As of September 30, 2008 the Company had sold approximately 1,322,500 shares, total proceeds of $26,450, which will be used to fund the initial developments of the Company.  As of November 7, 2008, an additional 77,500 shares were issued for an additional $1,550.  The Company plans to continue to offer its common stock to the public through this registration statement until it is fully subscribed or management determines to close the registration.  However, there can be no guarantee or assurance that the Company will be able to sell its common stock to the public and raise adequate funds. If it is unable to raise proceeds from this offering the business will fail and any investment made into the Company would be lost.

 
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Liquidity and Capital Resources

As of September 30, 2008, we have $10,923 of cash available.  We have current liabilities of $3,310.  From the date of inception (June 29, 2007) to September 30, 2008 the Company has recorded a net loss of $24,837 of which were expenses relating to the initial development of the Company, filing its Registration Statement on Form SB-2,  and expenses relating to maintaining reporting company status with the Securities and Exchange Commission.  As of September 30, 2008 we had raised approximately $30,000 from the sale of out common stock through our registered offering. We will require additional capital investments or borrowed funds to meet cash flow projections and carry forward our business objectives. There can be no guarantee or assurance that we can raise adequate capital from outside sources to fund the proposed business.

To date there is no public market for the Company’s common stock.  Management plans to focus efforts on obtaining quotation of the Company’s common stock on the Over-The-Counter Bulletin Board (OTCBB.)  There can be no guarantee or assurance that they will be successful in accomplishing this task; moreover, even if the common stock is listed on the OTCBB there can be no guarantee that a market would develop for the Company’s common stock. Failure to create a market for the Company’s common stock would result in business failure and a complete loss of any investment made into the Company.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, other than the below described “GoldPoint Claim Purchase Agreement,” the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

GoldPoint Claim Purchase Agreement

On August 30, 2007, the Company entered into an Option to Purchase Agreement and amended the Agreement on September 30, 2008 with Patrick Orr, our officer and director, who is the sole beneficial owner of 100% of the mineral claim identified as PAT #1 Lode Claim, Clark County, Eldorado Mining District located on August 4, 2007 by Mr. Orr.  The claim is in NE ¼ Section 15 T26S R64E.  The agreement grants the Company the exclusive right and option to acquire an undivided 100% of the right, title and interest in and to the claims upon satisfying certain terms and conditions.
 
The option to acquire the claim is contingent on the Company incurring exploration costs on the claims of a minimum of $10,000 on or before September 30, 2009; as well as the Company incurring exploration costs on the claims of a further $25,000 (for aggregate minimum exploration costs of $32,000) on or before September 30, 2010.  Upon exercise of the option, the Company agrees to pay the seller, Patrick Orr, our officer and director, the sum of $25,000 per annum, commencing January 1, 2011, for so long as the Company holds any interest in the claims.

Product Research and Development

The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.

Employees

There are no employees of the Company, excluding the current President and Director, Patrick Orr, of the corporation.


 
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of September 30, 2008 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of September 30, 2008 and communicated the matters to our management.


 
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Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.

We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and  evaluate  the  effectiveness  of our  internal controls and procedures and our internal controls over financial reporting on an ongoing  basis and are  committed  to taking  further  action  and  implementing additional enhancements or improvements, as necessary and as funds allow.

Changes In Internal Controls.

There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation.


 
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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

Item 1A. Risk Factors

There have been no material changes to the risks to our business described in our annual report filed on Form 10-K with the SEC on March 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Submission of Matters to Vote of Security Holders
None.

Item 5. Other Information
None.

Item  6. Exhibits and Reports on Form 8-K
 
Exhibit Number
 
Description
31
 
Section 302 Certification of Chief Executive and Chief Financial Officer
32
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 Of The Sarbanes-Oxley Act Of 2002


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GoldPoint Resources, Inc.
     
 
Dated: November 7, 2008
/s/ Patrick Orr
   
Patrick Orr
   
Chief Executive Officer and
   
Chief Financial Officer
 
 
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