UNITED STATES

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 ~~October~~January 31, ~~2014~~2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to _____________

001-36799

Commission File Number

GeoTraq Inc.

(Exact name of the Registrant as specified in its charter)

Nevada		98-0639972
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

1200 Westlake Ave N., Suite 607, Seattle, WA 98109

(Address of principal executive offices and zip code)

Telephone (206) 283-1400

(Registrant’s telephone number, including area code)

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. Yes x 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 (Sec. 232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

The number of shares outstanding of registrant’s common stock at ~~October~~March 3113, ~~2014~~2015 was 5862,~~516~~950,~~528~~028 shares.

GEOTRAQ, INC.

INDEX

		Page Number
PART I. Financial Information
Item 1.	Financial Statements		3
	Balance Sheets – October 31, 2014 (unaudited) and July 31, 2014		3
	Balance Sheets – January 31, 2015 (unaudited) and July 31, 2014		3
	Statements of Operations – Three Months Ended October 31, 2014 and 2013 (unaudited)		4
	Statements of Operations – Three and Six Months Ended January 31, 2015 and 2014 (unaudited)		4
	Statements of Cash Flows – Three Months Ended October 31, 2014 and 2013 (unaudited)		5
	Statements of Cash Flows – Six Months Ended January 31, 2015 and 2014 (unaudited)		5
	Notes to Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		710
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		1012
Item 4.	Controls and Procedures		1012
PART II. Other Information
Item 1.	Legal Proceedings		1113
Item 1A.	Risk Factors		1113
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1113
Item 3.	Defaults Upon Senior Securities		1113
Item 4.	Mine Safety Disclosures		1113
Item 5.	Other Information		1113
Item 6.	Exhibits		1114

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GEOTRAQ INC.

~~BALANCE~~(Formerly ~~SHEETS~~Mobile ~~(UNAUDITED~~Data Corp.)

	October 31,			July 31,
	2014			2014
ASSETS
Cash	$	38,241		$	87,389
Prepaid expenses		-			3,550
Total current assets		38,241			90,939
TOTAL ASSETS	$	38,241		$	90,939
LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY
Accounts payable & accrued liabilities		-		$	7,750
Due to related parties		-			-
Total current liabilities		-			7,750
Promissory notes payable (Note 2)		807,908			484,222
Total non-current liabilities		807,908			484,222
Shareholders’ deficit:
Common stock
Authorized:
75,000,000 common shares, $0.0001 par value
Issued and outstanding:
58,516,528 common shares (July 31, 2014 - 58,516,528)		5,852			5,852
Additional paid-in capital		1,032,313			1,032,313
Deficit accumulated during the development stage		(1,802,230	)		(1,439,198	)
TOTAL STOCKHOLDERS’ DEFICIT		(769,917	)		(401,033	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	38,241		$	90,939

(A development stage enterprise)

Balance Sheets

	(Unaudited)			(Audited)
	January 31, 2015			July 31, 2014
ASSETS
Current assets:
Cash	$	37,024		$	87,389
Prepaid Expenses					3,550
Total current assets		37,024			90,939

Total assets	$	37,024		$	90,939

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	35,000		$	7,750
Total current liabilities		35,000			7,750

Long term liabilities
Convertible notes		384,222			484,222
Total long term liabilities		384,222			484,222

Total liabilities		419,222			491,972

STOCKHOLDERS' DEFICIT
Common stock, $.0001 par value, 75,000,000 authorized, 61,266,528 and 58,516,528 shares issued and outstanding		6,127			5,852
Capital in excess of par value		1,157,188			1,032,313
Deficit accumulated during the development stage		(1,545,513	)		(1,439,198	)
Total stockholders' deficit		(382,198	)		(401,033	)
Total liabilities and stockholders' deficit	$	37,024		$	90,939

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

~~STATEMENTS~~(Formerly OFMobile ~~OPERATIONS~~Data ~~(UNAUDITED~~Corp.)

	For the Three Months Ended
	October 31,			October 31,
	2014			2013
Revenues	$	-		$	-
Expenses
Finance charges		323,686			-
Office and other administrative expenses		34,130			213
Development costs		15,000			-
Mineral property costs		-			-
Amortization of intellectual property		-			-
Total operating expenses		372,816			213
Net loss before other items		(372,816	)		(213	)
Other Items
Write-off of accounts payable		-			-
Impairment of intellectual property		-			-
Total other items		-			-
Net loss	$	(372,816	)	$	(213	)
Net loss per share – basic and fully diluted	$	(0.01	)	$	(0.00	)
Weighted average number of shares outstanding - basic and diluted		43,956,088			33,516,528

(A development stage enterprise)

Statements of Operations
(Unaudited)

	Three months			Three months			Six months			Six months
	Ended			Ended			ended			ended
	January 31, 2015			January 31, 2014			January 31, 2015			January 31, 2014

Revenue	$	-		$	-		$	-		$	-

General and administrative expenses:
Hardware Engineering		30,000			-			45,000			-
Professional fees		18,808			-			48,974			-
Rent		2,345			-			4,875			-
Office and other administration expense		6,014			112			7,466			155
Total operating expenses		57,167			112			106,315			155
(Loss) from operations		(57,167	)		(112	)		(106,315	)		(155	)

Other income (expense):
Interest (expense)		-			-			-			-
(Loss) before taxes		(57,167	)		(112	)		(106,315	)		(155	)
Provision (credit) for taxes on income		-			-			-			-
Net (loss)	$	(57,167	)	$	(112	)	$	(106,315	)	$	(155	)

Basic earnings (loss) per common share	$	(0.00	)	$	-		$	(0.00	)	$	-

Weighted average number of shares outstanding		61,277,517			36,674,220			62,042,343			35,670,740

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

~~STATEMENTS~~(Formerly OFMobile ~~CASH~~Data ~~FLOWS (UNAUDITED~~Corp.)

	For the Three Months Ended
	October 31,			October 31,
	2014			2013
Cash flows from (used in) operating activities
Net loss	$	(372,816	)	$	(213	)
Non-cash items
Amortization of intellectual property		-			-
Foreign exchange		-			-
Finance charges		323,686			-
Impairment of intellectual property		-			-
Write-off of accounts receivable		-			-
Changes in non-cash working capital items
Prepaid expenses		-			-
Accounts payable & accrued liabilities		-			120
Net cash provided by (used in) operations		(49,130	)		(93	)
Cash flows from (used in) investing activities
Acquisition of intellectual property		-			-
Acquisition of mineral property		-			-
Net cash provided by (used in) investing activities		-			-
Cash flows from financing activities
Advance from related parties		-			-
Long term debt, net		-			-
Proceeds from the issuance of promissory notes		-			-
Repurchase of incorporator shares		-			-
Issuance of common stock for intellectual property		-			-
Proceeds from the issuance of capital stock		-			-
Net cash provided by (used in) financing activities		-			-
Increase (decrease) in cash		(49,130	)		(93	)
Cash, beginning		87,371			312
Cash, end	$	38,241		$	219
Supplemental cash flow information
Cash paid for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash item:
Shares issued for mineral property	$	-		$	-
Shares issued on conversion of debt	$	-		$	-
Shares issued for acquisition of intellectual property	$	-		$	-
Conversion of advances due from related parties to promissory notes	$	18,422		$	-

(A development stage enterprise)

Statements of Cash Flows

(Unaudited)

	Six months			Six months
	ended			ended
	January 31, 2015			January 31, 2014
Cash flows used by operating activities:
Net (loss)	$	(106,315	)	$	(155	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Interest expense
Change in current assets and liabilities:
Prepaid expenses		3,550			-
Accounts payable and accrued expenses		27,250			21
Net cash flows used by operating activities		(75,515	)		(134	)

Cash flows used by investing activities:
Purchase of fixed assets		-			-
Net cash flows used by investing activities		-			-

Cash flows provided by financing activities:
Proceeds from sale of common stock		25,150			-
Related party payables		-			-
Net cash flows provided by financing activities		25,150			-

Net cash flows		(50,365	)		(134	)
Cash and equivalents, beginning of period		87,389			210
Cash and equivalents, end of period	$	37,024		$	76

Supplemental cash flow disclosures:
Cash paid for interest	$	-			-
Cash paid for income taxes	$	-			-
Shares issued to settle convertible debenture	$	100,000			-

See accompanying notes to unaudited consolidated financial statements

GEOTRAQ INC.

~~NOTES~~Formerly TOMobile ~~FINANCIAL~~Data ~~STATEMENTS (UNAUDITED)~~Corp.

1.(A ~~BASIS~~development OFstage ~~PRESENTATION~~ enterprise)

~~Unaudited~~Notes ~~Interim~~to Financial Statements

~~The~~January accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2014, included in the Company’s Form S-1A filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form S-1A. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended October 31, 2014 are not necessarily indicative of the results that may be expected for the year ending July 31, 2015.

2.Note ~~CONVERTIBLE~~1 ~~PROMISORY~~- ~~NOTES~~Organization ~~PAYABLE~~and summary of significant accounting policies:

~~The~~Following ~~Company~~is ~~has~~ a ~~promissory~~summary ~~note payable~~ of ~~$18,422 (plus a valuation allowance of $239,486, or a total promissory note payable of $257,908) as of October 31, 2014 owing to a former director of~~ the Company’s ~~(July~~organization 31, 2013 - $18,422 in advances payable to related parties). On March 21, 2014 the Company restructured advances payable to a related party of $18,422 into a convertible promissory note agreement. The note is unsecured, payable on demand, and ~~does~~significant ~~not~~accounting bear any interest. The note, or any part thereof, can be converted to one common share of the Company for each $0.01 outstanding in principal. At conversion, the maximum number of shares that will be issued is 1,842,200. The Company recorded a beneficial conversion feature of $165,800 resulting from these issuances as the conversion price was less than the market price as of October 31, 2014. The beneficial conversion feature of $239,486 has been recorded as finance charges on the Statements of Operations.policies:

OnOrganization ~~October~~and 5,nature ~~2011, the Company issued convertible promissory notes with principal balances~~ of ~~$60,000~~business - ~~(plus~~GeoTraq ~~a valuation allowance of $260,000 or total promissory notes payable of $320,000)~~Inc. ~~The notes are unsecured~~, ~~payable~~formerly onMobile ~~demand,~~Data ~~and do not bear any interest~~Corp. ~~The notes~~(“We,” or ~~any part thereof, can be converted to one common share of~~ “the Company”) ~~for each $0.03 outstanding in principal. At conversion, the maximum number of shares that will be issued~~ is ~~2,000,000. The Company recorded~~ a ~~beneficial~~Nevada ~~conversion~~corporation ~~feature~~incorporated ofon ~~$260,000~~July ~~resulting from these issuances as the conversion price was less than the market price as at October 31~~13, ~~2014~~2005. ~~The~~Effective ~~beneficial~~April ~~conversion~~1, ~~feature of $260~~2014,~~000~~ ~~has~~the ~~been~~Company ~~recorded~~changed asits ~~finance~~name ~~charges~~to onGeoTraq ~~the Statements of Operations~~Inc.

OnThe ~~June 20, 2014, the~~ Company ~~issued~~is ~~convertible promissory notes with principal balances of $100,000 (plus~~ a ~~valuation~~development ~~allowance~~stage ofcomputer ~~$130,000~~hardware ~~or total promissory notes payable of $230,000)~~company. The ~~notes are unsecured, payable on demand, and do not bear any interest. The notes, or any part thereof, can be converted to one common share of the~~ Company ~~for~~was ~~each~~formerly ~~$0.10 outstanding~~ in ~~principal. At conversion,~~ the ~~maximum~~business ~~number~~ of ~~shares~~acquiring ~~that~~new ~~will~~technologies befor ~~issued~~development isand 1marketing,~~000,000.~~ ~~The~~and ~~Company~~prior ~~recorded~~to ~~a beneficial conversion feature of $130~~that,~~000~~ ~~resulting from these issuances as~~ the ~~conversion~~business ~~price was less than the market price as at October 31, 2014. The beneficial conversion feature~~ of ~~$130~~acquiring,~~000~~ ~~has~~exploring ~~been~~and ~~recorded~~developing asmineral ~~finance charges on the Statements of Operations.~~properties

3.Basis ~~SUBSEQUENT~~of ~~EVENTS~~presentation - The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations, and cash flows of the Company for the period ending January 31, 2015 and July 31, 2014 and the three and six months ended January 31, 2015 and 2014.

~~Subsequent~~Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to ~~October~~make ~~31,~~estimates ~~2014,~~and assumptions that affect the ~~Company~~reported ~~issued~~amounts ~~1,000,000~~of ~~shares~~assets inand ~~settlement~~liabilities and disclosure of ~~convertible~~contingent ~~promissory~~assets ~~notes~~and ~~with~~liabilities at the ~~face~~date ~~value~~of the financial statements and the reported amount of ~~$100,000~~revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Subsequent~~Cash toand ~~October~~cash ~~31,~~equivalents ~~2014,~~- ~~the~~The Company ~~issued~~maintains ~~1,500,000~~a ~~common~~cash ~~shares~~balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the ~~Company~~statements atof $0cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.~~0001~~ ~~per~~There ~~share~~were ~~for~~no ~~total~~cash ~~proceeds~~equivalents as of ~~$150~~January 31, 2015 and July 31, 2014.

~~Subsequent~~Convertible ~~to October 31, 2014, the Company issued 250,000 common shares of the Company at $0.10 per share for total proceeds of $25,000.~~Debentures:

~~The~~Beneficial Conversion Features - If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company ~~evaluated~~amortizes ~~subsequent~~the ~~events~~discount ~~through~~to interest expense over the ~~date~~life of ~~filing~~the ~~these~~debt ~~financial~~using ~~statements~~the effective interest method.

Debt Discount - The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

	-	A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount.

	-	Variations in something other than the fair value of the issuer’s equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

	-	Variations inversely related to changes in fair value of the issuer’s equity shares, for example, a written put that could be net share settled.

GEOTRAQ INC.

Formerly Mobile Data Corp.

(A development stage enterprise)

Notes to Financial Statements

January 31, 2015

Note 1 - Organization and summary of significant accounting policies (continued):

Fair value of financial instruments - The Company has adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Determination of fair value - The Company’s financial instruments consist of convertible notes payable. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

Net loss per share calculation - Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Development Stage Company - The Company’s financial statements are prepared as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities” pursuant to the provisions of Topic 26, “Accounting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and developing functional beverages that will eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

Recently Issued Accounting Pronouncements - For the periods ended January 31, 2014 and July 31, 2014, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

GEOTRAQ INC.

Formerly Mobile Data Corp.

(A development stage enterprise)

Notes to Financial Statements

January 31, 2015

Note 2 - Uncertainty, going concern:

At July 31, 2015, we were engaged in a business and had suffered losses from development stage activities to date. In addition, current liabilities exceed current assets, and we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced. No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 - Related Party Transactions:

On March 1, 2014 the Company issued 25,000,000 common shares at $0.0001 per share for gross proceeds of $2,500 to a director and officer of the Company.

Note 4 - Convertible Notes Payable:

The Company has a promissory note payable of $18,422 (plus a valuation allowance of $165,800, or a total promissory note payable of $184,222) as at July 31, 2014 owing to a former director of the Company (July 31, 2013 - $18,401 in advances payable to related parties). On March 21, 2014 the Company restructured advances payable to a related party of $18,422 into a convertible promissory note agreement. The note is unsecured, payable on demand, and does not bear any interest. The note, or any part thereof, can be converted to one common share of the Company for each $0.01 outstanding in principal. At conversion, the maximum number of shares that will be issued is 1,842,200. The Company recorded a beneficial conversion feature of $165,800 resulting from these issuances as the conversion price was less than the market price as of July 31, 2014. The beneficial conversion feature of $165,800 has been recorded as finance charges on the Statements of Operations.

On October 5, 2011, the Company issued convertible promissory notes with principal balances of $60,000 (plus a valuation allowance of $140,000 or total promissory notes payable of $200,000). The notes are unsecured, payable on demand, and do not bear any interest. The notes, or any part thereof, can be converted to one common share of the Company for each $0.03 outstanding in principal. At conversion, the maximum number of shares that will be issued is 2,000,000. The Company recorded a beneficial conversion feature of $140,000 resulting from these issuances as the conversion price was less than the market price as at July 31, 2014. The beneficial conversion feature of $140,000 has been recorded as finance charges on the Statements of Operations.

On June 20, 2014 the Company entered into a convertible promissory note agreement with note proceeds of $100,000. The note is unsecured, payable on demand, and does not bear any interest. The note, or any part thereof, can be converted to one common share of the Company for each $0.10 outstanding in principal. At conversion, the maximum number of shares that will be issued is 1,000,000. The Company did not record beneficial conversion feature resulting from these issuances as the conversion price was higher than the market price as at July 31, 2014. The Company issued 1,000,000 shares on December 30, 2014 to pay off this convertible note.

GEOTRAQ INC.

Formerly Mobile Data Corp.

(A development stage enterprise)

Notes to Financial Statements

January 31, 2015

Note 5 - Common Stock

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.0001 per share.

On November 16, 2010, the Company issued 6,075,628 shares of common stock upon the conversion of promissory notes with a face value of $331,000 (including the $55,000 in convertible promissory notes issued during the year ended July 31, 2011. See Note 5 Convertible Promissory Notes for more details).

On March 11, 2011, the Company issued 1,000,000 common shares of the Company at $0.12 per share for total proceeds of $120,000.

On August 9, 2011 the Company reserved for issuance 2,500,000 common shares with respect to the BEET asset purchase agreement (see Note 3 Intellectual Property for more details). On November 8, 2011 the Company issued the 2,500,000 common shares to BEET.

On July 31, 2011 the Company reclassified the Statement of Stockholders’ Deficit to reflect a par value of $0.0001. The former auditors of the Company misstated the par value of the Company as at July 31, 2011.

On March 1, 2014 the Company issued 25,000,000 common shares at $0.0001 per share for gross proceeds of $2,500.

On October 31, 2014, the Company issued 1,000,000 shares of common stock in settlement of the convertible promissory note with the face value of $100,000.

On December 30, 2014, the Company issued 1,500,000 shares of commons stock for $150 cash.

On January 20, 2015, the Company issued 250,000 shares of common stock for $25,000 cash.

As at January 31, 2015 there were no outstanding stock options or warrants.

Note 6 - Employment Agreement:

The Company had employment agreements with its officers. The agreements called for $500 per month payable to Judson Culter, $2,000 per month for Gregory Gotvald and $5,000 per month for Gregg Sullivan. On December 31, 2014, the Company terminated all the employment contracts.

The Company currently owes $5,000 to Mr. Sullivan.

The balance of these agreements as of January 31, 2015 was $5,000.

Note 7 - Termination of Officers:

On December 31, 2014, the Company filed form 8-K to announce the resignation of Judson Culter as Chief Financial Officer and Gregory Gotvald as Chief Operations Officer.

Additionally, in December 2014, Gregg Sullivan consented to and was appointed Chief Financial Officer of the Company by the board of directors. Mr. Sullivan is also the current Chief Executive Officer.

Note 8 - Subsequent Events:

Management has reviewed events between January 31, 2015 and the date the financials were issued, March 13, 2015, and there were no significant events identified for disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.FORWARD ~~OVERVIEW~~LOOKING STATEMENTS

This report contains “forward-looking statements.” Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Factors that may cause or contribute actual results to differ from these forward-looking statements include, but are not limited to, for example: GeoTraq’s ability to raise additional funding; the competitive market for similar technology and the pricing of such technology; the results of GeoTraq’s proposed research and development on its technology; and GeoTraq’s ability to find joint venture partners for the development of its Technology. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

OVERVIEW

GeoTraq Inc. (“GeoTraq” or the “Company”) was incorporated in the State of Nevada on July 13, 2005. On April 1, 2014, the company changed its name from “Mobile Data Corp.” to “GeoTraq Inc.”

GeoTraq is a development stage company engaged in the development, manufacture and sale of cellular transceiver modules (the “Technology”), also known as Cell-ID modules, and the associated services required to support Cell-ID enabled products. The Technology provides solutions for the tracking, asset recovery and location based industries. The focus of the research and development of the Technology has been on developing a unique cellular transceiver specifically enabled by Cell-ID with all its inherent advantages over GPS and RFID to provide solutions for the tracking, asset recovery and location based industries.

During the next 12 months, GeoTraq will becomplete ~~engaged~~the first sales of its products and engage in further product development, certification and manufacturing of its core product, the Cell-ID module. GeoTraq also plans to start Phase 2 of its business plan which will include an aggressive marketing campaign designed to increase awareness of its Technology and its many applications. In Phase 2, GeoTraq plans to (1) hire personnel for sales, marketing and customer service, (2) create a marketing strategy for the Technology and its products, and (3) implement its marketing strategy on its target market.

~~GeoTraq~~RECENT has working capital of $38,241 as at October 31, 2014 to assist with product development, certification and manufacturing of its Technology; Phase 2 of its business plan, and for generally working capital.DEVELOPMENTS

InThe ~~March~~Company ~~2014~~announced in February that it has, in the ~~shareholders~~ordinary course of ~~GeoTraq~~business, ~~appointed~~received a ~~new~~purchase ~~board~~order offor ~~directors~~30,000 ~~and~~Cell-ID amodules ~~new~~from ~~management~~iTraq, ~~team~~Inc. Infor ~~March~~the ~~2014,~~Company’s ~~Belkis~~tracking ~~Jiminez~~device ~~was~~that ~~replaced~~can bybe ~~Gregg~~located ~~Sullivan~~anywhere asin ~~sole~~the ~~Director,~~world ~~CEO,~~where ~~CFO~~cellular ~~and~~service ~~President~~is ofavailable. iTraq, Inc. is selling the ~~Company~~tracking devices through Indiegogo.com.

2.On ~~PLAN~~December OF31, ~~OPERATION~~2014, the Company filed form 8-K to announce the resignation of Judson Culter as Chief Financial Officer and Gregory Gotvald as Chief Operations Officer.

~~GeoTraq~~Additionally, ~~has~~in ~~not~~December ~~had~~2014, ~~any~~Gregg ~~significant~~Sullivan ~~revenues~~consented ~~generated~~to ~~from~~and ~~its~~was ~~business~~appointed ~~operations~~Chief ~~since~~Financial ~~inception~~Officer ~~through~~of tothe ~~October~~Company ~~31,~~by ~~2014. Through to~~ the ~~date~~board of ~~this~~directors. ~~report, there were no revenues to assist with GeoTraq’s required working capital~~Mr. ~~Until~~Sullivan ~~GeoTraq~~ is ~~able~~also tothe ~~generate~~current ~~any~~Chief ~~consistent~~Executive ~~and significant revenue it will be required to raise additional funds by way of equity or debt financing~~Officer.

AtRESULTS ~~any~~OF phase, if GeoTraq finds that it does not have adequate funds to complete a phase, it may have to suspend its operations and attempt to raise more money so it can proceed with its business operations. If GeoTraq cannot raise the capital to proceed it may have to suspend operations until it has sufficient capital.OPERATIONS

3.THREE ~~RISK~~MONTHS ~~FACTORS~~ENDED JANUARY 31, 2015 COMPARED TO THREE MONTHS ENDED JANUARY 31, 2014

AnThe ~~investment~~Company inhad ~~GeoTraq’s~~no ~~common~~operating ~~stock~~revenues ~~involves~~for ~~a number of very significant risks. Prospective investors should refer to all~~ the ~~risk~~three ~~factors~~month ~~disclosed~~periods inended ~~GeoTraq’s~~January ~~Form~~31, ~~S-1A~~2015 ~~filed~~and ~~on November 25,~~ 2014.

4The Company had office and administration expense of $57,167 in the three months ended January 31, 2015 compared to $112 for the three month period ended January 14, 2014. ~~FINANCIAL~~Office ~~CONDITION~~and other administration expenses includes office rent and professional expenses, which include legal, accounting and auditing expenses associated with GeoTraq’s corporate organization, the preparation of GeoTraq’s financial statements and GeoTraq’s filings with the Securities and Exchange Commission.

As at October 31, 2014, GeoTraq had a cash balance of $38,241. As at October 31, 2014, management did not anticipate generating any revenue for the foreseeable future, and is entirely reliant on future funding. Based on the nature of GeoTraq’s business, management anticipates incurring operating losses in the foreseeable future. Management bases this expectation, in part, on the fact that very few technology companies in the development stage ultimately develop, market, and successfully sell their products. GeoTraq’s future financial results are also uncertain due to a number of factors, some of which are outside its control. These factors include, but are not limited to:10

·SIX ~~GeoTraq’s~~MONTHS ~~ability~~ENDED toJANUARY ~~raise~~31, ~~additional~~2015 ~~funding;~~COMPARED ·TO ~~the~~SIX ~~competitive~~MONTHS ~~market~~ENDED ~~for~~JANUARY ~~similar~~31, technology and the pricing of such technology; · the results of GeoTraq ’ s proposed research and development on its Technology; and · GeoTraq’s ability to find joint venture partners for the development of its Technology.2014

~~Due~~The toCompany ~~GeoTraq’s~~had ~~lack~~no of operating ~~history and present inability to generate~~ revenues, ~~GeoTraq’s~~for ~~auditors~~the ~~have~~six ~~stated~~month ~~their~~periods ~~opinion~~ended ~~that~~January ~~there currently exists a substantial doubt about GeoTraq’s ability to continue as a going concern. Even if GeoTraq’s completes its proposed phases of its plan of operation~~31, ~~and~~2015 ~~it is successful in developing~~ and ~~marketing the Technology, GeoTraq will have to spend substantial funds on further research and development and marketing before it will know whether its plan of operation will be successful~~2014. ~~All cash flows are generated in United States dollars.~~

7The Company had office and administration expense of $106,315 in the six months ended January 31, 2015 compared to $155 for the six month period ended January 31, 2014. Office and other administration expenses includes office rent and professional expenses, which include legal, accounting and auditing expenses associated with GeoTraq’s corporate organization, the preparation of GeoTraq’s financial statements and GeoTraq’s filings with the Securities and Exchange Commission.

5. LIQUIDITY AND CAPITAL RESOURCES

~~GeoTraq’s~~As ~~internal~~at January ~~sources~~31, of2015, ~~liquidity have been loans made available to~~ GeoTraq ~~from~~had ~~management.~~a ~~Management~~cash ~~has~~balance ~~previously~~of ~~loaned~~$37,024 ~~GeoTraq~~compared ~~services~~to ~~and~~a ~~rent.~~cash ~~Though~~balance ~~GeoTraq has no written arrangements with any~~ of ~~its~~$87,389 ~~directors~~at orJuly ~~officers~~31, ~~GeoTraq~~2014. ~~expects~~As ~~that~~at ~~the~~January ~~directors~~31, ~~or officers will continue to provide GeoTraq with internal sources of liquidity~~2015, ifmanagement itdid isnot ~~required,~~anticipate ~~and~~generating ~~consider~~net ~~settling~~income ~~debts~~during ~~through~~ the ~~issuance~~next ~~of equity. Also~~year, ~~GeoTraq’s~~and ~~external sources of liquidity~~ will be ~~private~~reliant ~~placements~~on ~~for~~future ~~equity~~funding ~~and~~to ~~promissory~~sustain ~~notes~~its ~~that are convertible into equity~~operations.

6GeoTraq has not had any significant revenues generated from its business operations since inception through to January 31, 2015. ~~CAPITAL~~Through ~~RESOURCES~~to the date of this report, there were no revenues to assist with GeoTraq’s required working capital. Until GeoTraq is able to generate any consistent and significant revenue, it will be required to raise additional funds by way of equity or debt financing.

AsGeoTraq’s internal sources of ~~October~~liquidity ~~31,~~have ~~2014,~~been loans made available to GeoTraq ~~had~~from ~~total~~management ~~current~~and ~~assets~~private placements of ~~$38,241,~~its ~~consisting~~common ofstock. ~~cash~~Management has previously provided GeoTraq services and ~~prepaid~~rent. ~~expenses~~Though ~~(compared~~GeoTraq ~~with~~has ano ~~net~~written ~~working~~arrangements ~~capital~~with any of ~~$90~~its directors or officers,~~939~~ asGeoTraq expects that the directors or officers will continue to provide GeoTraq with internal sources of ~~July~~liquidity, 31if it is required, ~~2014).~~and ~~The~~consider ~~current~~settling ~~assets~~debts ~~consist~~through the issuance of ~~$38~~equity. Also,~~241~~ inGeoTraq’s ~~cash~~external sources of liquidity will be private placements for equity and promissory notes that are convertible into equity.

~~There~~While ~~are~~the noCompany ~~assurances~~cannot guarantee the availability of equity or debt financing, it believes that ~~GeoTraq~~through ~~will~~a becombination ~~able~~of tocash ~~achieve~~on ~~further~~hand, initial sales of its ~~common~~product ~~stock~~and orequity ~~any~~and ~~other~~debt ~~form~~financing, ofthe ~~additional~~Company ~~financing~~will have the cash to continue for at least the next twelve months. IfAt any phase, if GeoTraq isfinds ~~unable~~that it does not have adequate funds to ~~achieve~~complete ~~the~~a ~~financing~~phase, ~~necessary~~it may have to ~~continue~~suspend its ~~plan~~operations ofand attempt to raise more money so it can proceed with its business operations,. ~~then~~If GeoTraq ~~will~~cannot ~~not~~raise bethe ~~able~~capital to ~~continue~~proceed ~~its~~it ~~development~~may ofhave ~~the~~to ~~Technology~~suspend ~~and~~operations ~~its~~until ~~business~~it ~~will~~has ~~fail~~sufficient capital.

7Due to GeoTraq’s lack of operating history and present inability to generate revenues, GeoTraq’s auditors have stated their opinion that there currently exists a substantial doubt about GeoTraq’s ability to continue as a going concern. ~~CASH~~Even ~~FLOW~~if ~~FROM~~GeoTraq’s ~~OPERATING~~completes ~~ACTIVITIES~~its proposed phases of its plan of operation, and it is successful in developing and marketing the technology, GeoTraq will have to spend substantial funds on further research and development and marketing before it will know whether its plan of operation will be successful.

For the ~~three~~six month period ended ~~October~~January 31, ~~2014~~2015, the net cash ~~provided~~used by operating activities ~~decreased~~was to $4975,~~130~~ 515,compared with ~~net~~$134 ~~cash~~used ~~provided~~in by operating activities ofduring ~~$93 for~~ the ~~three~~six month period of the previous fiscal year, primarily as a result of office and other administrative expenses. The increase in cash used in operating activities was due to the fact that there ~~was~~were limited operating activities in the prior fiscal year.

8Net cash flows provided by financing activities for the three month period ended October 31, 2014 was $25,150 for the six months ended January 31, 2015. ~~CASH~~Cash ~~FLOW~~provided ~~FROM~~by ~~INVESTING~~financing ~~ACTIVITIES~~activities for the six months ended January 31, 2015 was from the sale of common stock. On December 30, 2014, The Company issued 1,500,000 shares of commons stock for $150 cash. On January 20, 2015, The Company issued 250,000 shares of common stock for $25,000 cash.

Cash flow used in investing activities for the three month period ended October 31, 2014 was zero, as compared to zero for the three month period in the previous fiscal year ended October 31, 2013.

9. CASH FLOW FROM FINANCING ACTIVITIES

Net cash flows provided by financing activities for the three month period ended October 31, 2014 was zero, as compared to zero for the three month period in the previous fiscal year ended October 31, 2013.

10. RESULTS OF OPERATIONS FOR THE PERIOD ENDED OCTOBER 31, 2014

GeoTraq has had no operating revenues since its inception on July 13, 2005, through to October 31, 2014. GeoTraq’s activities have been financed from the proceeds of share subscriptions and debt financings.

A summary of GeoTraq’s results of operations for the years ended October 31, 2014 and October 31, 2013 with comparison to inception through to October 31, 2014 is as follows:

	Accumulated from July 13, 2005 (Date of Inception) to October 31, 2014			Three Months Ended October 31, 2014			Three Months Ended October 31, 2013
	$			$			$
	(Audited)			(Audited)			(Audited)
Revenue		-			-			-
Expenses
Amortization of intellectual property		96,358			-			-
Development costs		186,930			15,000			-
Finance charges		723,940			17,886			-
Mineral property costs		45,358			-			-
Office and admin expenses		372,189			34,130			213
Impairment of intellectual property		105,642			-			-
Write-off of accounts payable		(24,203	)					-
Net Loss		(1,506,214	)		(67,016	)		(213	)

10. RESULTS OF OPERATIONS FOR THE PERIOD ENDED OCTOBER 31, 2014 (continued)

GeoTraq has not attained profitable operations and is dependent upon obtaining financing to pursue future acquisitions. For these reasons, there is substantial doubt that GeoTraq will be able to continue as a going concern.

Development Costs

Development costs include costs for software development and testing.

Finance Charges

Finance charges include the beneficial conversion features of convertible promissory note instruments.

Office and Administration Expenses

Office and other administration expenses includes office rent and professional expenses, which include legal, accounting and auditing expenses associated with GeoTraq’s corporate organization, the preparation of GeoTraq’s financial statements and GeoTraq’s continuous disclosure filings with the Securities and Exchange Commission.

Off-Balance Sheet Arrangements

GeoTraq has no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support and credit risk support or other benefits.

~~11.~~ MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURES

GeoTraq had no contingencies or long-term commitments as atof ~~August~~January 31, 2014, aside from the $100,000 in convertible promissory notes (plus a valuation allowance of $130,000 recorded on the financial statements with regards to the beneficial conversion feature) discussed above as well as $60,000 in outstanding convertible promissory notes (plus a valuation allowance of $260,000 recorded on the financial statements with regards to the beneficial conversion features) from the prior financial year and $18,422 in convertible promissory notes (plus a valuation allowance of $289,486 recorded on the financial statements with regards to the beneficial conversion feature) that were converted from advances owing to a related party2015.

~~12.~~CRITICAL ~~TABULAR~~ACCOUNTING ~~DISCLOSURE OF CONTRACTUAL OBLIGATIONS~~POLICIES

GeoTraq is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

13. OVERVIEW AND ANTICIPATED EXPENSES

Management anticipates spending at least $200,000 on the development, marketing and sales of the Technology in the next 12 months.

14. CRITICAL ACCOUNTING POLICIES

GeoTraq’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Management believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of GeoTraq’s financial statements is critical to an understanding of GeoTraq’s financial statements.

~~15. FORWARD LOOKING STATEMENTS~~11

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding GeoTraq’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “ may” , “ will” , “ should” , “ expect” , “ plan” , “ intend” , “ anticipate” , “ believe” , “ estimate” , “ predict” , “ potential” or “ continue” , the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports GeoTraq files with the Securities and Exchange Commission. These factors may cause GeoTraq’s actual results to differ materially from any forward-looking statement. GeoTraq disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This Item is not applicable because we are a “smaller reporting company,” as defined by applicable SEC regulation.

Item 4. Controls and Procedures

1. Evaluation of Disclosure Controls and Procedures

WeUnder ~~maintain~~the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, ~~that~~as ~~are~~such ~~designed~~term tois ~~ensure~~defined ~~that~~under ~~information~~Rule ~~required~~13a-15(e) toand beRule ~~disclosed~~15d-15(e) inpromulgated ~~our~~under the Securities Exchange Act ~~reports~~of ~~is recorded~~1934, ~~processed~~as amended, ~~summarized~~as ~~and~~of ~~reported~~January ~~within~~31, ~~the~~2015. ~~time~~We ~~periods~~do ~~specified~~not inhave ~~the~~sufficient ~~SEC’s~~segregation ~~rules~~of ~~and~~duties ~~forms,~~within ~~and~~accounting ~~that~~functions, ~~such~~which ~~information~~ is ~~accumulated~~a ~~and~~basic ~~communicated~~internal control. Due to our ~~management,~~size ~~including~~and ~~our~~nature, ~~Chief~~segregation ~~Executive~~of ~~Officer~~all ~~and~~conflicting ~~Chief~~duties ~~Financial~~may ~~Officer,~~not asalways ~~appropriate,~~be topossible ~~allow~~and ~~timely~~may ~~decisions~~not ~~regarding~~be ~~required~~economically ~~disclosure~~feasible. InBased ~~designing~~on ~~and~~this ~~evaluating~~evaluation, ~~the~~our ~~disclosure~~chief ~~controls~~executive officer and ~~procedures,~~chief wefinancial ~~recognized~~officer ~~that~~have ~~any~~concluded such controls and procedures, noto ~~matter~~be ~~how~~not ~~well~~effective ~~designed~~as ~~and~~of ~~operated~~January 31, ~~can~~2015 ~~provide~~to ~~only~~ensure ~~reasonable~~that ~~assurance~~information ofrequired ~~achieving~~to be disclosed by the ~~desired~~issuer ~~control~~in ~~objectives,~~the asreports ~~ours~~that ~~are~~it ~~designed~~files toor dosubmits under the Act is recorded, processed, summarized and wereported, ~~necessarily~~within ~~were~~the time periods specified in the Commission's rules and forms and to ensure that information required to ~~apply~~be ~~our~~disclosed ~~judgment~~by an issuer in ~~evaluating~~the reports that it files or submits under the ~~cost-benefit~~Act ~~relationship~~is ofaccumulated ~~possible~~and ~~changes~~communicated to the issuer's management, including its principal executive and principal financial officers, or ~~additions~~persons performing similar functions, as appropriate to ~~our~~allow ~~controls~~timely ~~and~~decisions ~~procedures~~regarding required disclosure.

AsRemediation of the end of the period covered by this report (November 30, 2013), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.Plan

2We will aggressively recruit experienced professionals to ensure that we include all necessary disclosures in our filings with the Securities and Exchange Commission. ~~Changes~~We are unable to remedy our controls related to the inadequate segregation of duties until we receive financing and/or income to hire additional employees. In the interim, however, we will hire the necessary consultants to ensure that information required to be disclosed by an issuer in ~~Internal~~the ~~Control~~reports ~~Over~~that ~~Financial~~it ~~Reporting~~files or submits under the Act is accumulated and communicated to the issuer's management as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

1012

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

GeoTraq is not a party to any pending legal proceedings and, to the best of GeoTraq’s knowledge, none of GeoTraq’s property or assets are the subject of any pending legal proceedings.

Item 1A. Risk Factors

GeoTraq is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GEOTRAQ INC.
Date: January 30, 2015	By:	/s/ Gregg Sullivan
		Gregg Sullivan
		Director and CEO and CFO
		(Principal Executive Officer and
		Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.		Description of Document
3.1		Articles of Incorporation of GeoTraq Inc., filed as an Exhibit to GeoTraq’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
3.2		Bylaws of GeoTraq Inc., filed as an Exhibit to GeoTraq’s Form SB-2 (Registration Statement) on February 16, 2007, and incorporated herein by reference.
32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
3.3		Certificate of Amendment dated January 6, 2010, filed as an Exhibit to GeoTraq’s Form 8K (Current Report) on January 12, 2010, and incorporated herein by reference.
3.5		Promissory Note dated March 21, 2014 given to Belkis Jimenez Rivero by GeoTraq Inc., filed as an Exhibit to GeoTraq’s Form S-1A (Registration Statement) on November 3, 2014, and incorporated herein by reference.
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

1314

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GEOTRAQ INC.

Date: March 23, 2015	By:	/s/ Gregg Sullivan
		Gregg Sullivan
		Director and CEO and CFO
		(Principal Executive Officer and
		Principal Financial Officer)

Filing Compare · GeoTraq Inc.