-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWylWxyxMGiYjY5Y4sMFVfEa3Yl8D8ufnnEeyD0R23rbP5U7DfclvJxgA/xmSmCo jx4feExL0MB2d7Gya/h2gg== 0001096906-09-000948.txt : 20090814 0001096906-09-000948.hdr.sgml : 20090814 20090814124353 ACCESSION NUMBER: 0001096906-09-000948 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 EFFECTIVENESS DATE: 20090814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Goldpoint Resources, Inc. CENTRAL INDEX KEY: 0001419886 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 753250686 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53452 FILM NUMBER: 091013869 BUSINESS ADDRESS: STREET 1: 1001 NORTH AMERICA WAY SUITE 201 CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 305-416-6402 MAIL ADDRESS: STREET 1: 1001 NORTH AMERICA WAY SUITE 201 CITY: MIAMI STATE: FL ZIP: 33132 NT 10-Q 1 gpntnt10q20090630.htm GOLDPOINT RESOURCES, INC. FORM NT 10-Q (12B-25) JUNE 30, 2009 gpntnt10q20090630.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number: 000-53452


(Check One):
o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR   o Form N-CSR
   
 
For Period Ended: JUNE 30, 2009
   
 
o Transition Report on Form 10-K
 
o Transition Report on Form 20-F
 
o Transition Report on Form 11-K
 
o Transition Report on Form 10-Q
 
o Transition Report on Form N-SAR
   
 
For the Transition Period Ended: ________________________
 
Read attached instruction sheet before preparing form. Please print or type.
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
______________________________________________________________________________

PART I -- REGISTRANT INFORMATION

GOLDPOINT RESOURCES, INC.




Full name of registrant
 
 



Former name if applicable:

 
1001 N. AMERICA WAY, SUITE #2O1



Address of principal executive office (Street and number):

 
 
MIAMI, FL 33132



 
City, state and zip code

 
 

 

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
     
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III -- NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)
________
The Company’s quarterly Report on Form 10-Q for the quarter ended June 30, 2009 cannot be filed with the Securities and Exchange Commission on a timely bases without unreasonable effort or expense due to complex accounting issues. The Company anticipates filing such quarterly Report on Form 10-Q on or before August 19, 2009.

PART IV -- OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
Steven Weismann, CHIEF FINANCIAL OFFICER
 
(305)
 
416-6402
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
   
 
x Yes o No
   
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   
 
x Yes o No
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

On June 12, 2009 we acquired all of the outstanding shares of capital stock of Island Breeze International (“Island Breeze”), which transaction is being accounted for as a recapitalization of Island Breeze with Island Breeze being the acquirer.  As a consequence, the information contained in our Form 10-Q for the period ending June 30, 2009 will be based primarily on those of Island Breeze.  We direct you to our Current Report on Form 8-K/A, and the financial statements attached as Exhibits thereto, filed with the Securities and Exchange Commission on June 18, 2009, for relevant financial information concerning Island Breeze, including with respect to the year ended December 31, 2008 and the quarter ended March 31, 2009.

See the following referenced Exhibits:

(99.2)
Financial Statements with Report of Independent Registered Public Accounting Firm for Island Breeze International for Years ended December 31, 2007 and December 31, 2008 and the Period from September 27, 2006 (inception) to December 31, 2008.
 
(99.3)
The Unaudited Financial Statements of Island Breeze International for the three month period ended March 31, 2009.
 
(99.4)
Pro Forma Financial Information for Goldpoint, as of December 31, 2008, and for the three month period ended March 31, 2009.

 
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GOLDPOINT RESOURCES, INC.



(Name of Registrant as Specified in Charter)
 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

     
Date: August 14, 2009
By:  
/S/ STEVEN WEISMANN
 
STEVEN WEISMANN
 
CHIEF FINANCIAL OFFICER
 
 
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