10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _________

Commission File No. 333-163342

PROMAP CORPORATION

(Name of registrant in its charter)

Colorado	20-8096131
(State or other jurisdiction of incorporation or formation)	(I.R.S. employer identification number)

7060B South Tucson Way, Centennial, Colorado  80112

(Address of principal executive offices)

(720) 990-0510

(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 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer    ¨ (Do not check if a smaller reporting company)	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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  On May 12, 2011, there were 9,724,200 shares of Common Stock issued and outstanding.

PROMAP CORPORATION

FORM 10-Q

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	3
	Balance sheets	3
	Statements of operations	4
	Statements of cash flows	5
	Notes to unaudited consolidated financial statements	6-7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.	Controls and Procedures	9
PART II.  OTHER INFORMATION		10
Item 1.	Legal Proceedings	10
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	(Removed and Reserved)	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
	Signatures	11

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PROMAP CORPORATION BALANCE SHEETS
	Dec. 31, 2010	March 31, 2011
		(unaudited)
ASSETS
Current assets
Cash	$15,361	$83,639
Accounts receivable - related party (net allowance for doubtful accounts)	23,512	11,029
Total current assets	38,873	94,668
Total Assets	$38,873	$94,668
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities
Accrued payables	$     100	$         8
Income tax payable	1,318	1,318
Total current liabilities	1,418	1,326
Total Liabilities	1,418	1,326
Stockholders’ Equity
Preferred stock, no par value; 5,000,000 shares authorized;       no shares issued and outstanding	-	-
Common stock, no par value; 100,000,000 shares authorized;        9,500,000 (2010) and 9,724,200 (2011) shares issued and outstanding	20,000	76,050
Additional paid-in capital	24,000	24,000
Retained earnings	(6,545)	(6,708)
Total Stockholders’ Equity	37,455	93,342
Total Liabilities and Stockholders’ Equity	$ 38,873	$94,668

The accompanying notes are an integral part of the financial statements.

3

PROMAP CORPORATION STATEMENTS OF OPERATIONS  (UNAUDITED)
	Three Months Ended March 31,	Three Months Ended March 31,
	2010	2011
Sales (net of returns) - related party	$18,114	$18,572
Cost of goods sold	-	308
Gross profit	18,114	18,264
Operating expenses:
General and administrative	8,504	18,448
	8,504	18,448
Income (loss) from operations	9,610	(184)
Other income (expense):
Interest income	5	21
Other income	-	-
	5	21
Income (loss) before provision for income taxes	9,615	(163)
Provision for income tax	-	-
Net income (loss)	$ 9,615	$   (163)
Net income (loss) per share (basic and fully diluted)	$   0.00	$  (0.00)
Weighted average number of common shares outstanding	9,500,000	9,649,467

The accompanying notes are an integral part of the financial statements.

4

PROMAP CORPORATION STATEMENTS OF CASH FLOWS (UNAUDITED)
	Three Months Ended March 31,	Three Months Ended March 31,
	2010	2011
Cash Flows From Operating Activities
Net income (loss)	$  9,615	$   (163)
Adjustment to reconcile net loss to net cash provided by (used for)     operating activities:
Donated services	1,500	-
Accounts receivable - related party	(17,735)	12,483
Accrued payables	-	(92)
Net cash provided by (used for) operating activities	(6,620)	12,228
Cash Flows From Investing Activities	-	-
Net cash provided by (used for) investing activities	-	-
Cash Flows From Financing Activities
Sales of common stock	-	56,050
Net cash provided by (used for) financing activities	-	56,050
Net Increase (Decrease) in Cash	(6,620)	68,278
Cash at The Beginning of The Period	28,131	15,361
Cash at The End of The Period	$21,511	$83,639
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.

5

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.

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.

6

PROMAP CORPORATION

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

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.

7

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.

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 MARCH 31, 2011 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2010.

Revenues for the three months ended March 31, 2011 were $18,572 as compared to the revenues of $18,114 for the three months ended March 31, 2010.  The revenues were nearly equal in the two quarters because the level of oil and gas drilling activity of the Company’s clients was about the same.

The only operating expenses during these periods consisted of general and administrative expenses which were $18,448 in the three months ended March 31, 2011 as compared to $8,504 for the three months ended March 31, 2010.  The $9,929 increase was due to legal and accounting expenses in connection with the public offering which closed during the most recent three months.

The net loss for the three months ended March 31, 2011 was $163 as compared to a net income of $9,615 for the three months ended March 31, 2010.  The reason for the change from a profit to a small loss was primarily due to the one time legal and accounting expenses related to the initial public offering.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2011, we had $93,342 of working capital compared to $37,455 of working capital as of December 31, 2010.

Net cash provided by operating activities during the three months ended March 31, 2011 was $12,243 as compared to net cash used for operating activities in the three months ended March 31, 2010 of $6,620.  The primary reason for the improvement was the payment of a related party account receivable during the latest three month period.

Net cash provided by financing activities during the three months ended March 31, 2011 was $56,050 as compared to no cash provided by or used for financing activities in the three months ended March 31, 2010.  The $56,050 represents the proceeds from the Company’s initial public offering.

CONTRACTUAL OBLIGATIONS

None.

8

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.

9

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.

We received a total of $56,050 in gross proceeds from the sale of 224,200 shares of common stock in our initial public offering which was closed on January 21, 2011.  The effective date of the registration statement for our initial public offering was June 25, 2010, and the SEC file number was 333-163342.  The offering terminated on January 21, 2011, which was the end of the offering period, and 575,800 shares which were registered for sale by the Company were not sold.

From the effective date of the registration statement (June 25, 2010) through March 15, 2011 we incurred and paid approximately $12,239 in expenses in connection with the offering.  There were no payments made to officers or directors of the Company or to affiliates of the Company.  The net offering proceeds after deducting the above expenses was $43,811.  Since the offering was closed, the only other expenditure from the offering proceeds through March 31, 2011was the payment of $4,000 to the Company’s auditor in connection with the audit for the fiscal year ended December 31, 2010.  The remaining funds were placed in an interest bearing savings account.

The registration statement also registered 1,500,000 shares of common stock to be offered by selling shareholders.  The selling shareholders have not started offering any of their shares for sale.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

(a)  Exhibits required by Item 601 of Regulation S-K.

Exhibit	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

10

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 thereunto duly authorized.

		PROMAP CORPORATION
Date:  May 16, 2011	By:	/s/ Steven A. Tedesco
		Steven A. Tedesco, President and CEO (Principal Executive Officer)
Date:  May 16, 2011	By:	/s/ Robert W. Carington, Jr.
		Robert W. Carington, Jr., CFO (Principal Financial Officer and Principal Accounting Officer)

11

EX-31

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:  May 16, 2011

/s/ Steven A. Tedesco

Steven A. Tedesco

Chief Executive Officer

(Principal Executive Officer)

EX-31

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:  May 16, 2011

/s/ Robert W. Carington, Jr.

Robert W. Carington, Jr.

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

EX-32

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 March 31, 2011, 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:  May 16, 2011

/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

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 March 31, 2011, 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:  May 16, 2011

/s/ Robert W. Carington

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.