UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

~~SECURITIES AND EXCHANGE COMMISSION~~________________

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): March 30, 2020

~~Date~~GEOSPATIAL ~~of Report (Date of Earliest Event Reported): June 6, 2019~~CORPORATION

~~Geospatial~~(Exact ~~Corporation~~name of registrant as specified in charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-55937

87-0554463

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Nevada	333-04066	87-0554463
13241 Woodland Park Road Suite 610 Herndon, Virgina	20171
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(Address of principal executive offices)	(Zip Code)

~~229~~Registrant’s ~~Howes~~telephone ~~Run Road~~number, ~~Sarver,~~including PAarea ~~16055~~code: (724) 353-3400

N/A (~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, if changed since last report)

(724) 353-3400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

(Geospatial Corporation, a Nevada corporation (the “Company”), makes the following disclosure pursuant to an order issued by the U.S. Securities and Exchange Commission (bthe “SEC”) -on ~~Resignation~~March of4, ~~Mark~~2020 ~~Smith~~(the “SEC Order”), providing conditional relief to public companies that are unable to timely comply with their filing obligations as ~~Chief~~a ~~Executive~~result ~~Officer~~of the outbreak of the novel coronavirus (“COVID-19”).

OnThe ~~June~~current 6,outbreak ~~2019,~~of ~~Mark~~COVID-19 ~~Smith~~has ~~resigned~~posed asa ~~Chief~~significant ~~Executive~~impact ~~Officer,~~on ~~director,~~the ~~and~~Company’s ~~Chairman~~ability ofto ~~the~~file ~~Board~~on ofa ~~Directors~~timely ~~(the~~basis ~~“Board”)~~its ofAnnual ~~Geospatial~~Report ~~Corporation,~~on aForm ~~Nevada~~10-K ~~corporation~~for (the ~~“Company),~~year ~~effective~~ended ~~June~~December 1131, 2019. In(the ~~connection~~“Annual ~~with his resignation~~Report”), ~~Mr.~~which ~~Smith~~is ~~relinquished~~due ~~his~~to ~~role~~be asfiled ~~“Principal~~on ~~Executive~~March ~~Officer”~~30, of2020 (the ~~Company~~“Original ~~for~~Due ~~SEC reporting purposes~~Date”). Therefore, ~~Mr. Smith’s resignation as Chief Executive Officer and as Chairman of~~ the ~~Board~~Company ~~did~~has ~~not~~elected ~~arise~~to ~~from~~rely ~~any~~on ~~disagreement with~~ the ~~Company~~conditional onfiling ~~any~~relief ~~matter~~provided ~~relating~~under to the ~~Company’s~~SEC ~~operations, policies or practices~~Order.

~~(c)~~The preparation of the Company’s Annual Report, including financial statements and ~~(d)~~the auditing process, has been delayed by a government-imposed ~~Appointment~~stay-at-home oforder ~~David~~for ~~Truitt~~our asoffices ~~Chief~~in ~~Executive~~Pennsylvania ~~Officer~~for non-essential businesses. Our office closing impacted our ability to provide business records and ~~Chairman~~to meet with auditors. Office staff has been forced to work remotely without access to the records kept in the Company’s offices. Considering the lack of time for the ~~Board~~compilation, dissemination and review of ~~Directors~~the information required to be presented, and the importance of investors receiving materially accurate information in the Annual Report, the Company has decided to rely on the SEC Order. The Company plans to file the Annual Report no later than May 14, 2020, or within 45 days after the Original Due Date.

OnThe ~~June~~Company ~~12,~~plans ~~2019, acting pursuant~~ to ~~unanimous~~include ~~approval~~in ~~of Board, appointed David Truitt as Chief Executive Officer, director, and Chairman of~~ the ~~Board~~Annual ofReport the ~~Company. In~~following ~~connection~~risk ~~with his appointment as Chief Executive Officer, Mr. Truitt was designated as the Company’s “Principal Executive Officer” for SEC reporting purposes.~~factor:

~~David~~The ~~Truitt,~~current ~~age~~outbreak ~~55,~~of ~~has~~COVID-19 ~~professional~~could ~~experience~~have ~~with~~a ~~growing~~material ~~technology~~and ~~services~~adverse ~~companies,~~effect ason ~~well~~our asbusiness ~~software/product development focused companies~~operations. ~~Mr.~~ ~~Truitt~~These ~~was~~could ~~the~~include ~~founder,~~disruptions ~~and~~or ~~has~~restrictions ~~served~~on asour ~~President~~ability ~~and~~to ~~Chief~~travel ~~Executive~~or ~~Officer~~to ofsell ~~Discover~~our ~~Technologies,~~products ~~since~~and ~~2010~~services, ~~where he is responsible for defining and executing corporate vision~~ as well as ~~providing~~temporary ~~strategic~~closures ~~direction~~of ~~over~~our ~~company operations~~offices. ~~Prior~~ Any tosuch ~~joining~~disruption ~~Discover~~or ~~Technologies,~~delay ~~Mr.~~would ~~Truitt~~likely ~~was~~impact ~~the~~our ~~founder,~~sales and ~~served~~operating ~~as President and Chief Executive Officer of MicroLink LLC~~results. In addition, ~~which~~COVID-19 ~~was~~has ~~sold~~resulted in ~~2010. Mr.~~a ~~Truitt~~widespread ~~graduated~~health ~~from~~crisis ~~the~~that ~~University~~could ofadversely ~~North~~affect ~~Carolina~~the ineconomies ~~1987~~and ~~with~~financial ~~Bachelor~~markets of ~~Arts~~many ~~degrees~~other incountries, ~~Economics~~resulting ~~and~~in ~~Industrial~~an ~~Relations.~~economic ~~Mr.~~downturn ~~Truitt’s~~that ~~experience~~could ~~with~~affect ~~growing~~demand ~~technology~~for ~~services~~our ~~companies,~~products asand ~~well~~services asand ~~software/product~~significantly ~~development~~impact ~~focused companies will provide excellent synergies with~~ our ~~Company’s~~operating ~~mission~~results. ~~Based~~ ~~on Mr. Truitt’s work experience~~Additionally, the ~~Board~~continued ~~believes~~spread ~~that~~of heCOVID-19 isand ~~well~~uncertain ~~qualified~~market toconditions ~~serve~~may aslimit athe ~~director~~Company’s ~~and~~ability ~~Chief~~to ~~Executive~~access ~~Officer of the Company~~capital.

~~Family~~Certain ~~Relationships~~of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by the use of forward-looking terminology such as “will,” "believes," "expects," “endeavor” or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in the Company's periodic reports that are filed with the SEC and available on the SEC's website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.

There are no family relationships between Mr. Truitt and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). SIGNATURES

~~Related~~Pursuant ~~Party~~to ~~Transactions~~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.

~~Mr.~~Date: ~~Truitt~~March ~~holds a Secured Promissory Note (the “Note”) bearing interest at 20% per annum. Principal and interest on the Note totaled $1~~30,~~854,896~~ at May 31, 2019. The note was due on September 15, 2018. The Note is convertible to the Company’s common stock at price per share of the higher of 75% of the 10-day average bid price or $0.02, and is secured by substantially all the assets of the Company. 2020

OnGEOSPATIAL ~~March~~CORPORATION 7,By: ~~2019,~~/s/ MrDavid M. Truitt ~~loaned~~David ~~the Company an additional $100,000 pursuant to a Secured Promissory Note (the “March 2019 Note”) bearing interest at 10% per annum~~M. ~~Principal~~ ~~and~~Truitt ~~interest~~Chief onExecutive ~~the March 2019 Note totaled $83,851 at May 31, 2019. The March 2019 Note is secured by substantially all assets of the Company.~~ Officer

Material Plans, Contracts, or Arrangements

The Company presently does not have any contracts or arrangements with Mr. Truitt.

(d) - Appointment of Troy Taggart as Director

On June 12, 2019, acting pursuant to unanimous approval of the Company’s Board, Troy Taggart was appointed as a director of the Company.

Mr. Taggart, age 53, joined the Company as an employee in 2012 and has served as our President since 2013. Mr. Taggart held executive and senior-level positions with several financial services firms prior to co-founding McKim and Company (Formerly VentureRound), a boutique investment banking firm, in 2001. Prior, Mr. Taggart served as Executive Vice President of Bacterin International from 2008 through 2012. Based on Mr. Taggart’s work experience, the Board believes that he is well qualified to serve as a director of the Company.

Family Relationships

There are no family relationships between Mr. Taggart and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”)

Related Party Transactions

Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Taggart had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Material Plans, Contracts, or Arrangements

The Company presently does not have any contracts or arrangements with Mr. Taggart.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

None

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 hereunto duly authorized.

Date: June 12, 2019	GEOSPATIAL CORPORATION
	By:	/s/ David Truitt
	Name:	David Truitt
	Title:	Chief Executive Officer

Filing Compare · Geospatial Corp