-----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, T2r6VEpUAvpnQA71JXImNj6yT2xXpYb3aadIT/KJLQC4qO38IMqzRfEs0z9CuTJB 7rzkTRBiADQiKGUosWWDNg== 0001437904-10-000063.txt : 20100816 0001437904-10-000063.hdr.sgml : 20100816 20100816120326 ACCESSION NUMBER: 0001437904-10-000063 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100630 FILED AS OF DATE: 20100816 DATE AS OF CHANGE: 20100816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Promap Corp CENTRAL INDEX KEY: 0001477009 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 208096131 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-163342 FILM NUMBER: 101018070 BUSINESS ADDRESS: STREET 1: 7060B SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 889-0510 MAIL ADDRESS: STREET 1: 7060B SOUTH TUCSON WAY CITY: CENTENNIAL STATE: CO ZIP: 80112 10-Q 1 promap10q.txt PROMAP CORPORATION 06/30/10 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2010 [ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ____________ to ____________ Commission File Number: 333-163342 PROMAP CORPORATION (Exact name of registrant as specified in its charter) Colorado 20-8096131 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation) 7060B South Tucson Way, Centennial, Colorado 80112 (Address of Principal Executive Offices) (720) 889-0510 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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. [X] 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. See the definitions of "large accelerated filer," "accelerated filed" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [ ] No [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. NOT APPLICABLE APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. On August 10, 2010, there were 9,500,000 shares of Common Stock issued and outstanding. PROMAP CORPORATION FORM 10-Q TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance sheets ............................................ 3 Statements of operations................................... 4 Statements of cash flows................................... 5-6 Notes to consolidated financial statements................. 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .................................. 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk.. 11 Item 4. Controls and Procedures .................................... 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings .......................................... 12 Item 1A. Risk Factors................................................ 12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ................................................... 12 Item 3. Defaults Upon Senior Securities ............................ 12 Item 4. Submission of Matters to a Vote of Security Holders ........ 12 Item 5. Other Information .......................................... 12 Item 6. Exhibits ................................................... 12 Signatures ................................................. 13 -2- PROMAP CORPORATION BALANCE SHEETS December 31, June 30, 2010 2009 (Unaudited) ------------ ------------- ASSETS Current Assets Cash $ 28,131 $ 46,552 Accounts receivable-related party 4,050 3,124 -------- -------- Total current assets 32,181 49,676 -------- -------- Total Assets $ 32,181 $ 49,676 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities Income tax payable $ - $ 3,499 -------- -------- Total current liabilities - 3,499 -------- -------- Total Liabilities $ - $ 3,499 -------- -------- Stockholders' Equity Preferred stock, no par value; 5,000,000 shares authorized; No shares issued & outstanding - - Common stock, no par value; 100,000,000 shares authorized; 9,500,000 shares issued and outstanding 20,000 20,000 Additional paid in capital 18,000 21,000 Retained earnings (5,819) 5,177 -------- -------- Total Stockholders' Equity 32,181 46,177 -------- -------- Total Liabilities and Stockholders' Equity $ 32,181 $ 49,676 ======== ======== The accompanying notes are an integral part of the financial statements. -3- PROMAP CORPORATION STATEMENTS OF OPERATIONS (Unaudited)
Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, 2009 June 30, 2010 June 30, 2009 June 30, 2010 ------------- ------------- ------------- ------------- Sales (net of returns)- related party $ 14,823 $ 8,334 $ 18,316 $ 26,448 Cost of goods sold 97 - 7,132 - --------- --------- --------- --------- Gross profit 14,726 8,334 11,184 26,448 --------- --------- --------- --------- Operating expenses: General and administrative 35,879 3,460 35,993 11,964 --------- --------- --------- --------- 35,879 3,460 35,993 11,964 --------- --------- --------- --------- Income (loss) from operations (21,153) 4,874 (24,809) 14,484 --------- --------- --------- --------- Other income (expense): Interest income 3 6 83 11 Other income - - - - --------- --------- --------- --------- 3 6 83 11 --------- --------- --------- --------- Income (loss) before provision for income taxes (21,150) 4,880 (24,726) 14,495 Provision for income tax - 1,276 - 3,499 --------- --------- --------- --------- Net income (loss) $ (21,150) $ 3,604 $ (24,726) $ 10,996 ========= ========= ========= ========= Net income (loss) per share (Basic and fully diluted) $ (0.00) $ 0.00 $ (0.00) $ 0.00 ========= ========= ========= ========= Weighted average number of common shares outstanding 8,000,000 9,500,000 8,000,000 9,500,000 ========= ========= ========= =========
The accompanying notes are an integral part of the financial statements. -4- PROMAP CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) Six Months Six Months Ended Ended June 30, 2009 June 30, 2010 ------------- ------------- Cash Flows From Operating Activities: Net income (loss) $ (24,726) $ 10,996 Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Donated services 3,000 3,000 Accounts receivable-related party (11,551) 926 Accrued payables 833 3,499 --------- -------- Net cash provided by (used for) operating activities (32,444) 18,421 --------- -------- Cash Flows from Investing Activities: - - --------- -------- Net cash provided by (used for) investing activities - - --------- -------- (Continued on following page) The accompanying notes are an integral part of the financial statements. -5- PROMAP CORPORATION STATEMENTS OF CASH FLOWS (Unaudited) (Continued from Previous Page) Six Months Six Months Ended Ended June 30, 2009 June 30, 2010 ------------- ------------- Cash Flows From Financing Activities: - - --------- -------- Net cash provided by (used for) financing activities - - --------- -------- Net Increase (Decrease) In Cash (32,444) 18,421 Cash At The Beginning Of The Period 40,651 28,131 --------- -------- Cash At The End Of The Period $ 8,207 $ 46,552 ========= ======== Schedule Of Non-Cash Investing And Financing Activities - ------------------------------------------------------- None Supplemental Disclosure - ----------------------- Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - The accompanying notes are an integral part of the financial statements. -6- PROMAP CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Promap Corporation (the "Company"), was incorporated in the State of Colorado on November 12, 1989. The Company sells oil and gas maps to oil and gas industry businesses. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Accounts receivable The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Property and equipment Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life. -7- PROMAP CORPORATION NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): Revenue recognition Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectability is reasonably assured. Income tax The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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 effects of changes in tax laws and rates on the date of enactment. Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Financial Instruments The carrying value of the Company's financial instruments, as reported in the accompanying balance sheets, approximates fair value. Long-Lived Assets In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value. -8- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis should be read in conjunction with the Financial Statements (unaudited) and Notes to Financial Statements (unaudited) filed herein and with the Company's Prospectus dated July 25, 2010: BUSINESS OVERVIEW Promap Corporation was incorporated in the State of Colorado on November 12, 1987. We are an independent GIS and custom draft energy mapping company for the oil and gas industry in the United States and Canada. We provide hard copy and digital format oil and gas production maps which cover various geologic basins in numerous areas including: Denver Basin, Powder River Basin, Michigan Basin, Williston Basin, Arkoma Basin, Illinois Basin, Cincinnati Arch, Uintah - Piceance Basins and The Nevada Basin. We also provide maps of the North American Coal Basin and Coal Bed Methane Activity and North American Devonian - Mississippian Shale Map with detailed pipeline locations. RESULTS OF OPERATION FOR THE THREE MONTHS ENDED JUNE 30, 2010 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2009. Revenues for the three months ended June 30, 2010 were $8,334 as compared to the revenues of $14,823 for the three months ended June 30, 2009. This small decrease in revenues in the three months ended June 30, 2010 was due to a decrease in new oil and gas drilling activity during the quarter. The cost of goods sold for the three months ended June 30, 2010 was zero as compared to $97 for the three months ended June 30, 2009. The only operating expenses during these periods consisted of general and administrative expenses which were $3,460 in the three months ended June 30, 2010 as compared to $35,879 for the three months ended June 30, 2009. The amount for 2010 was approximately in line with historical expenses whereas the amount for 2009 was unusually high because of some one-time charges in 2009. The net income for the three months ended June 30, 2010 was $3,604 as compared to a net loss of $21,150 for the three months ended June 30, 2009. The reason for the improvement from a loss of $21,150 to income of $3,604 was the significant decline in general and administrative expenses. RESULTS OF OPERATION FOR THE SIX MONTHS ENDED JUNE 30, 2010 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2009. Revenues for the six months ended June 30, 2010 were $26,448 as compared to the revenues of $18,316 for the six months ended June 30, 2009. This $8,132 increase in revenues in the six months ended June 30, 2010 was due to an increase in new oil and gas drilling activity during the latest six month period. The cost of goods sold for the six months ended June 30, 2010 was zero as compared to $7,132 for the six months ended June 30, 2009. This small decrease in cost of goods sold was due to an unusually high amount in the six months ended June 30, 2009. -9- The only operating expenses during these periods consisted of general and administrative expenses which were $11,964 in the six months ended June 30, 2010 as compared to $35,993 for the six months ended June 30, 2009. The amount for 2010 was approximately in line with historical expenses whereas the amount for 2009 was unusually high because of the timing of when certain charges were booked in 2009. The net income for the six months ended June 30, 2010 was $10,996 as compared to a net loss of $24,726 for the six months ended June 30, 2009. The reason for the improvement from a loss of $24,726 to income of $10,996 was the improvement in sales during the most recent six months and a significant drop in general and administrative expenses. We plan to make every effort to keep operating expenses relatively constant except for the addition of one or two part-time salesmen. If and when they are able to increase sales, we will increase the amount of time they work. If their efforts are unsuccessful or if the oil and gas drilling activity slows down significantly, we will cut expenses as much as possible and wait out the downturn. If we are able to increase sales significantly we may decide to raise additional financing to help finance the growth. We cannot assure that additional financing will be available when needed on favorable terms, or at all. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover our operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2010, we had $46,177 of working capital compared to $32,181 of working capital as of December 31, 2009. Net cash provided by operating activities was $10,996 during the six months ended June 30, 2010 as compared to net cash used for operating activities of $24,720 during the six months ended June 30, 2009. There was no cash flow provided by or used for financing activities during the six months ended June 30, 2010, or the six months ended June 30, 2009. We believe that our initial public offering will provide sufficient capital in the short term for our current level of operations. This is because we believe that we can generate sufficient sales and services within our present organizational structure and resources to become profitable in our operations. Additional resources will be needed to increase our sales staff and to otherwise increase advertising and marketing. Otherwise, we do not anticipate needing to raise additional capital resources in the next twelve months. Until the offering is complete, our President may be willing to fund the operations on a limited basis in order to continue the business. Our principle source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Our business activity is closely tied to the oil and gas business. A slow down in the oil and gas business would have a negative impact to our business. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to find new customers. If we succeed in expanding our client base -10- and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our Company in any manner which will be successful. CONTRACTUAL OBLIGATIONS None. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable. ITEM 4. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operations of our disclosure controls and procedures as of the end of the period covered by this quarterly report, and have concluded that our disclosure controls and procedures are adequate. (b) Changes in Internal Control over Financial Reporting. No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. -11- PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None ITEM 1A. RISK FACTORS. Not Applicable. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not Applicable ITEM 6. EXHIBITS. Exhibit No. Description 31.1 Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically 31.2 Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically 32.1 Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically 32.2 Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically -12- SIGNATURES 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. PROMAP CORPORATION Date: August 16, 2010 By:/s/ Steven A. Tedesco Steven A. Tedesco, President and CEO (Principal Executive Officer) Date: August 16, 2010 By:/s/ Robert W. Carington, Jr. Robert W. Carington, Jr., CFO (Principal Financial Officer and Principal Accounting Officer) -13- EX-31 2 ex311.txt EXHIBIT 31.1 Exhibit 31.1 SECTION 302 CERTIFICATION I, Steven A. Tedesco, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Promap Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d- 15(f) for the registrant and have: (a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2010 /s/ Steven A. Tedesco Steven A. Tedesco Chief Executive Officer (Principal Executive Officer) EX-31 3 ex312.txt EXHIBIT 31.2 Exhibit 31.2 SECTION 302 CERTIFICATION I, Robert W. Carington, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Promap Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d- 15(f) for the registrant and have: (a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 16, 2010 /s/ Robert W. Carington, Jr. Robert W. Carington, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) EX-32 4 ex321.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION OF CEO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-Q of Promap Corporation, a company duly formed under the laws of Colorado (the "Company"), for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Steven A. Tedesco, President (Chief Executive Officer) of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 16, 2010 /s/ Steven A. Tedesco Steven A. Tedesco Chief Executive Officer (Principal Executive Officer) This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to Promap Corporation and will be retained by Promap Corporation and furnished to the Securities and Exchange Commission or its staff upon request. EX-32 5 ex322.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION OF CFO PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-Q of Promap Corporation, a company duly formed under the laws of Colorado (the "Company"), for the quarter ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Robert W. Carington, Jr., Chief Financial Officer of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 16, 2010 /s/ Robert W. Carington, Jr. Robert W. Carington, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to Promap Corporation and will be retained by Promap Corporation and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----