UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
-------------- ----------------
Commission File Number: 0-20915
Geo Petroleum, Inc.
(Exact name of small business issuer as specified in its charter)
California 33-0328958
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
18281 Lemon Drive, Yorba Linda, California, 92886
- --------------------------------------------------------------------------------
(Address of principal executive offices)
714.779.9897
------------
(Issuer's Telephone Number)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of March 30, 2002, there were
20,892,287 shares of the issuer's no par value common stock issued and
outstanding.
Geo Petroleum, Inc.
Index to the Financial Statements
(Unaudited)
As of March 31, 2002 and
For Each of the Three Month Periods Ended March 31, 2002 and 2001
Financial Statements of Geo Petroleum, Inc.:
Balance Sheet (Unaudited) March 31, 2002...........................................................1
Statements of Operations (Unaudited) For Each of the Three Month Periods Ended
March 31, 2002 and 2001..........................................................................3
Statements of Shareholders' Equity (Unaudited) For the Three Month Period Ended
March 31, 2002...................................................................................4
Statements of Cash Flows (Unaudited) For Each of the Three Month Periods Ended
March 31, 2002 and 2001..........................................................................5
Notes to the Financial Statements......................................................................7
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
Geo Petroleum, Inc.
Balance Sheet
(Unaudited)
March 31, 2002
- --------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and equivalents $ 26,438
Accounts receivable, net of allowance for
doubtful accounts of $0 13,923
Prepaid legal and consulting fees 5,770
Other prepaid expenses 3,919
------------------
Total current assets 50,050
------------------
Restoration and utility deposits 271,747
------------------
Property and equipment:
Oil and gas properties 304,375
Vehicles 36,884
Facilities and equipment 185,447
------------------
Total property and equipment 526,706
Less: accumulated depreciation and depletion (49,974)
------------------
Total property and equipment, net 476,732
------------------
Total assets $ 798,529
==================
The accompanying notes are an integral part of the financial statements.
1
Geo Petroleum, Inc.
Balance Sheet
(Unaudited)
March 31, 2002
- --------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable:
Trade and other $ 122,342
Accrued expenses 170,737
Line of credit - related party 113,819
Other liabilities 44,300
Note payable - other, current portion 33,800
----------------
Total current liabilities 484,998
Note payable - other, net of current portion
Accrued liabilites, related party
----------------
Total liabilities 484,998
----------------
Shareholders' equity:
Preferred stock; no par value; 100,000 shares
authorized; no shares issued and outstanding at
March 31, 2002. -
Common stock; no par value; 50,000,000 shares
authorized; 20,892,287 shares issued and
outstanding at March 31, 2002. 11,954,013
Accumulated deficit (11,640,482)
----------------
Shareholders' equity 313,531
----------------
Total liabilities and shareholders' equity $ 798,529
================
The accompanying notes are an integral part of the financial statements.
2
Geo Petroleum, Inc.
Statements of Operations
(Unaudited)
For Each of the Three Month Periods Ended March 31, 2002 and 2001
- --------------------------------------------------------------------------------
For the Three Month Periods Ended March 31,
-----------------------------------------------
2002 2001
----------------- ----------------
Revenues:
Oil and gas sales $ - $ 132
Waste water disposal services 36,856 59,427
Other revenue - -
----------------- ----------------
Total revenues 36,856 59,559
----------------- ----------------
Expenses:
Lease operating expenses 173,121 121,679
Lease environmental remediation expenses 1,500 10,189
Depletion and depreciation 5,211 5,138
Professional fees 70,137 116,667
General and administrative 31,107 109,423
----------------- ----------------
Total expenses 281,076 363,096
----------------- ----------------
Loss from operations ( 244,220) (303,537)
----------------- ----------------
Reorganization items:
Professional fees (3,604) (5,403)
----------------- ----------------
Total reorganization items (3,604) (5,403)
----------------- ----------------
Other income (expenses):
Interest income 2,295 2,305
Interest expense (1,460) (1,127)
----------------- ----------------
Total other income (expense) 835 1,178
----------------- ----------------
Loss before provision for income taxes (246,989) (307,762)
Provision for income taxes 800
----------------- ----------------
Net loss $ (247,789) $ (307,762)
================= ================
Net loss per share, basic and diluted $ (0.012) $ (0.017)
================= ================
The accompanying notes are an integral part of the financial statements.
3
Geo Petroleum, Inc.
Statements of Shareholders' Equity
(Unaudited)
For the Three Month Period Ended March 31, 2002
- ------------------------------------------------------------------------------------------------------------------------------------
Common Common Accumulated
Shares Stock Deficit Total
--------------- ---------------- --------------------- --------------
Balance, December 31, 2000 18,177,805 $ 11,225,293 $ (10,653,889) $ 571,404
Common shares issued in a private placement 322,500 161,250 - 161,250
Common shares issued in a private placement 984,259 147,639 - 147,639
Common shares issued services 399,000 133,000 - 133,000
Common shares retired that were originally issued
pursuant to the confirmed plan of reorganization
but that were not required (671,609) - - -
Net loss - - (738,804) (738,804)
--------------- ---------------- --------------------- --------------
Balance, December 31, 2001 19,211,955 11,667,182 (11,392,693) 274,489
Common shares issued 1,446,832 217,026 - 217,026
Common shares issued in satifaction of a liability 173,500 54,805 - 54,805
Common shares issued for services 60,000 15,000 - 15,000
Net loss - - (247,789) (247,789)
--------------- ---------------- --------------------- --------------
Balance, March 31, 2002 20,892,287 $ 11,954,013 $(11,640,482) $ 313,531
=============== ================ ===================== ==============
The accompanying notes are an integral part of the financial statements.
4
Geo Petroleum, Inc.
Statements of Cash Flows
(Unaudited)
For Each of the Three Month Periods Ended March 31, 2002 and 2001
- --------------------------------------------------------------------------------
For the Three Month Periods Ended March 31,
--------------------------------------------------
2002 2001
------------------ -----------------
Cash flows from operating activities:
Net loss $ (247,789) $ (307,762)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 5,211 5,138
Provision for uncollectible accounts receivable -
Common shares issued for services 15,000 48,500
Decrease (increase) in assets:
Accounts receivable 54,359 (35,370)
Prepaid expenses 42,180 54,884
Restoration and utility deposits (217) 1,034
Note receivable 7,100
Increase (decrease) in liabilities:
Accounts payable - trade (151,058) 16,178
Accrued expenses 65,503 26,175
Income tax payable - -
Other liabilities 40,000 -
------------------ -----------------
Net cash used in operating activities (176,811) (184,123)
------------------ -----------------
Cash flows provided by (used in) investing activities:
Purchases of facilities and equipment (6,200) (972)
Capital expenditures on oil and gas properties - (12,915)
------------------ -----------------
Net cash used in investing activities (6,200) (13,887)
------------------ -----------------
Cash flows provided by (used in) financing activities:
Proceeds from issuance of a note payable - -
Payments on line of credit - related party (7,983) -
Payments on notes payable - (9,280)
Net proceeds from the issuance of common stock 217,026 148,749
------------------ -----------------
Cash provided by financing activities 209,043 139,469
------------------ -----------------
Net increase (decrease) in cash 26,032 (58,541)
Cash and equivalents at beginning of year 406 70,173
------------------ -----------------
Cash and equivalents at end of year $ 26,438 $ 11,632
================== =================
The accompanying notes are an integral part of the financial statements.
5
Geo Petroleum, Inc.
Statements of Cash Flows
(Unaudited)
For Each of the Three Month Periods Ended March 31, 2002 and 2001
- --------------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information
For the Three Month Periods Ended March 31,
------------------------------------------
2002 2001
------------------ -----------------
Interest paid - -
Income taxes paid - -
Supplemental Disclosure of Non-Cash
Investing and Financing Activities
Issuance of common stock for prepaid legal fees:
Prepaid legal and consulting fees - $ 50,000
Common stock - $ (50,000)
Purchase of land for note:
Oil and gas properties $ 40,000 -
Notes payable, current portion $ (40,000) -
Issuance of common stock in satisfaction of a liability
Account payable - related party $ 54,804 -
Common stock $ (54,804) -
The accompanying notes are an integral part of the financial statements.
6
GEO PETROLEUM, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2002 AND
FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE COMPANY'S BUSINESS
-------------------------------------
Geo Petroleum, Inc. (the "Company") is an oil and gas production company
founded in 1986 and incorporated in the State of California. The Company
engages in the development, production and management of oil and gas
properties. All of the Company's properties are located in California.
Certain of the wells on one of the Company's properties are used for waste
water disposal services.
2. BASIS OF PRESENTATION
---------------------
In the opinion of the management of Geo Petroleum, Inc., the accompanying
unaudited condensed financial statements contain all adjustments,
consisting of only normal recurring adjustments, necessary to present
fairly its financial position as of March 31, 2002, the results of its
operations, shareholders' equity, and cash flows for the three month
periods ended March 31, 2002 and 2001. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted principles have been condensed or
omitted pursuant to the rules and regulations promulgated by the Securities
and Exchange Commission. The statements should be read in conjunction with
the financial statements and footnotes for the year ended December 31, 2001
included in the Company's Form 10K-SB. The results of operations for the
interim period are not necessarily indicative of the results to be expected
for the full year.
3. NOTE PAYABLE
------------
In January 2002, the Company acquired land in the area of its Rosecrans oil
and gas properties for $5,000 in cash and a noninterest bearing note
payable of $35,000. The note is payable in five payments of $600 each, due
the first of each month commencing February 1, 2002, with a final balloon
payment of $32,000 due July 1, 2002.
4. COMMITMENTS AND CONTINGENCIES
-----------------------------
CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and cash
equivalents and accounts receivable. The Company places its cash and cash
equivalents with high quality financial institutions. Exposure to losses on
accounts receivable is principally dependent on the individual customer's
financial condition, as credit sales are not collateralized. The Company
monitors its exposure to credit loss and reserves those accounts receivable
that it deems to be uncollectible.
CASH IN EXCESS OF FEDERAL DEPOSIT INSURANCE CORPORATION INSURED LIMITS
The Company maintains its cash in bank deposit accounts, which, at times,
may exceed federally insured limits. Accounts are guaranteed by the Federal
Deposit Insurance Corporation ("FDIC") up to $100,000. At March 31, 2002,
the Company had approximately
7
GEO PETROLEUM, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2002 AND
FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
- --------------------------------------------------------------------------------
4. COMMITMENTS AND CONTINGENCIES, CONTINUED
----------------------------------------
$29,000 in excess of FDIC insured limits. The Company has not experienced
any losses in such accounts.
RISKS OF THE INDUSTRY IN WHICH THE COMPANY OPERATES
The Company participates in an industry that is characterized by
competitive pressure, changes in the prices of oil and gas on a world-wide
basis, federal, state, and local regulations governing production and
development of its oil and gas reserves and compliance with various
environmental laws and regulations. The Company's results of operations are
affected by a wide variety of factors, including world events, general
economic conditions, changes in average selling prices over the productive
life of oil and gas reserves, the timing of production from new and
existing proved developed and undeveloped reserves by the Company, its
competitors, and others, the ability to produce sufficient quantities of
oil and gas reserves in a timely manner, and the timely implementation of
new and alternative reserve recovery process technologies. Based on the
factors noted herein, the Company may experience substantial
period-to-period fluctuations in future operating results.
MINIMUM ROYALTIES
The Company has commitments for minimum royalty payments on certain of its
oil and gas properties, which total approximately $36,000 annually.
PROPERTY LEASE RISKS
The Company's oil and gas leases on its Vaca Tar Sands and Rosecrans
properties contain provisions, which provide for minimum production
requirements and periods. The Company's failure to meet those minimum
requirements could result in a termination of the lease(s) and loss of all
its rights thereunder. However, the Company believes it is in compliance
with the lease(s) provisions and has not received notification from anyone
to the contrary.
5. RELATED PARTY TRANSACTIONS
--------------------------
The Company rents on a month-to-month basis its office facilities at $5,000
per month from an entity that is wholly-owned by a company officer, who is
a major shareholder.
6. LOSS PER SHARE
--------------
Basic and diluted loss per common share has been computed by dividing the
loss available to common shareholders by the weighted-average number of
common shares for the period.
8
GEO PETROLEUM, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2002 AND
FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
- --------------------------------------------------------------------------------
6. LOSS PER SHARE, CONTINUED
-------------------------
The computations of basic and diluted loss per common share are as follows:
For the Three Month Periods Ended March 31,
-------------------------------------------
2002 2001
------------- -------------
Numerator:
Net loss available to common shareholders $ (247,789) $ (307,762)
Denominator:
Weighted-average shares basic and diluted 20,036,953 18,535,333
-------------------------------
Loss per common share, basic and diluted $ (0.012) $ (0.017)
============== =============
The following additional potential common shares were outstanding during
2002 and 2001, but were not included in the computation of diluted loss per
share, because to do so would have been antidilutive for the periods
presented.
For the Three Month Periods Ended March 31,
-------------------------------------------
2002 2001
------------- -------------
Shares of common stock issuable under:
Warrants 455,151 655,151
Options 4,000,000 4,000,000
-------------- -------------
Total shares of common stock issuable 4,455,151 4,655,151
============== =============
7. STOCK AND WARRANT TRANSACTIONS
------------------------------
COMMON SHARES SOLD TO PRIVATE INVESTORS
During the quarter ended March 31, 2001, the Company sold 297,500 shares of
its common stock at $0.50 per share to private investors and received total
cash proceeds of $148,749. The Company issued 100,000 shares of its common
stock for legal services for the period from January 2001 through December
2001. The shares were valued at the market price of the stock at the date
the services were agreed to be provided. In addition, the Company issued
90,000 common shares that were valued at the fair value of the services of
$36,000. Also, the Company issued 25,000 common shares for services, which
were valued based on the market value of the shares at the date of issuance
totaling $12,500.
During the quarter ended March 31, 2002, the Company sold 1,446,832 shares
of its common stock at $0.15 per share to private investors and received
total cash proceeds of $217,026. In addition, the Company issued 173,500
shares of common stock in satisfaction of amounts due a related party of
$54,805. The Company also issued 60,000 shares of its common stock for
consulting services of $15,000.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events and are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
OUR BUSINESS. Geo Petroleum, Inc. is a California corporation formed in 1986
primarily to develop a large tar sand deposit in Ventura County, California and
to engage in the oil field waste disposal business. We are a minor factor in the
California oil and gas industry and face competition from numerous companies,
which have considerably more financial resources, property and manpower, than do
we. We are in a weak financial condition and must rely upon third party sources
of funds to conduct our proposed operations. Essentially, our only revenue
producing operations are expected to be our Vaca Tar Sands, Rosecrans and Waste
Disposal properties, each of which require significant cash expenditures to
operate and develop. During the year 2000, we produced and sold small amounts of
oil from our Vaca properties, none from our Rosecrans properties and steadily
increased our revenues from our Waste Disposal operations. The results of our
operations for the third quarter of 2001 are discussed below.
In 1998, we filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
In December, 1999 we emerged from bankruptcy under a plan which, among other
things, provided for the issuance of approximately 1,900,000 shares of our
common stock to our creditors and a change in our management. Present management
was installed as part of our reorganization. At the time of our bankruptcy
filing, we had sold or otherwise transferred a substantial portion of our oil
and gas holdings and had interests in approximately 2,230 gross acres (2,030 net
acres) of oil and gas leases or mineral rights, of which approximately 1,630
10
gross acres (1,410 net acres) were developed for oil and gas production and
approximately 600 gross and net acres were undeveloped. After emerging from
bankruptcy, our oil and gas holdings were approximately 2,000 gross and 1,830
net acres.
Since we emerged from bankruptcy, our income from operations has not been
sufficient to maintain the Company.
RESULTS OF OPERATIONS. The following discussion and analysis for the two
quarters ended March 31, 2002 and March 31, 2001, are to be read in combination
with the Financial Statements presented elsewhere herein.
FIRST QUARTER OF 2002 COMPARED WITH FIRST QUARTER OF 2001. During the quarter
ended March 31, 2002, we had a net loss of $247,789 compared to a net loss of
$307,762 for the comparable 2001 period. Revenues from waste disposal operations
decreased from $59,427 for the 2001 period, to $36,856 for the first quarter of
2002. There were no revenues from oil and gas operations during the first
quarter of 2002 or 2001. This decrease is the result of decreased usage of the
waste disposal facilities by customers during their normal course of business.
Lease operating expenses increased from $121,679 for the first quarter of 2001
to $173,121 for the period in 2002. This increase is due to costs incurred
during 2002 to plug and abandon a well located on the Rosecrans property. Other
operating costs decreased by 16,342.
Lease environmental costs incurred decreased from $10,189 during the first
quarter of 2001 to $1,500 in 2002. These represent costs incurred to begin
cleaning up the Rosecrans property to allow for future operation. The decrease
is due to the fact that there were no major environmental issues during the
first quarter of 2002.
Professional fees decreased from $116,667 for the first quarter of 2001 to
$70,137 for the period in 2002. This decrease is due to efforts made by
management to decrease our administrative costs. Some fees paid in 2001 to
accounting and law firms were either not repeated in 2002 or the amount of
services were decreased.
General and administrative expenses decreased from $109,423 for the period in
2001 to $31,107 for 2002. This decrease is due primarily to efforts made by
management to decrease our administrative expenses.
Reorganization items represent the minimal ongoing costs were incurred in
connection with our bankruptcy filings and reorganization. These costs should
decrease to zero in the near future.
CAPITAL RESOURCES AND LIQUIDITY.
FINANCIAL POSITION. As of March 31, 2002 our working capital was $(434,948)
compared to $(247,904) as of March 31, 2001. Working capital was provided by the
infusion of additional equity, which was used to offset operating losses.
Revenues continue from the waste disposal operations. Our working capital
position worsened from the prior quarter as receivables were collected, and
prepaid assets were amortized combined with a minimal decrease in liabilities.
During the first quarter of 2002, we and our partners have funded and begun the
completion of a deep test well located in the southern part of the Illinois
Basin. This test well, the J.H. Brooks No. 1, was drilled in 1998 to a total
depth of 8,250 feet. Although completion of the well has been delayed by severe
weather in the area, management expects production to begin in June 2002. We own
a 25% carried working interest in the J.H. Brooks #1.The well is located on the
Hammondville-Magnolia lease block, which extends over a fifty thousand acre area
of interest. We have earned a 50% working interest (40% net revenue interest) in
this lease block and expects to participate in another deep gas well later in
2002. Similar wells drilled to the deeper gas zones in the Rome and pre-Knox
formations have been successful and are producing 5-10 MCF of natural gas with
11
estimated reserves of 5-10 BCF. Cash flow from these wells combined with the
continued successful operation of our waste disposal operations should provide
us necessary operating capital during 2002. We have recently been restricted to
10 loads of disposal per day due to an off lease operators' complaints. We are
awaiting a hearing date with the State of California Department of Oil and Gas
regarding our disposal operations.
INFLATION. In recent years inflation has not had a significant impact on us, our
operations or financial condition.
TRENDS. During 2001, oil prices declined to a low of $17.48 per barrel (West
Texas Intermediate spot price) in November 2001. Although recent spot prices for
WTI have recovered to approximately $26 per barrel, they have not approached the
high price of $34.12 experienced in March 2000. This decrease has affected the
operational viability of our existing oil properties. In addition, 2001 saw the
average price of natural gas fall from $6.37 per MCF in the first quarter of
2001 to $2.51 by the end of the year. Despite these downward trends, prices seem
to have stabilized and it is unlikely that they will fall to former lows seen in
earlier years. Forecasts published by the Department of Energy's Energy
Information Administration project prices for WTI to range between $25 and $29
per barrel while natural gas prices are projected to range between $2.37 and
$3.06 per MCF during the next twelve months.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may be involved in legal proceedings, including those
arising from our operations and the amounts due suppliers or royalty owners.
None of such proceedings are generally considered material to our operations or
financial condition.
ITEM 2. CHANGES IN SECURITIES.
During the first quarter of 2002, we accepted subscription agreements for the
purchase of 1,170,166 shares of our common stock at $0.15 per share, for a total
of $175,524.90, in private placement transactions exempt from the registration
and prospectus delivery requirements of the Securities Act of 1933 pursuant to
Section 4(2) of that Act and Rule 506 of Regulation D.
In the month of April, 2002, we accepted subscription agreements for the
purchase of 1,014,666 shares of our common stock at $0.15 per share, for a total
of $152,200, in private placement transactions exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 pursuant to
Section 4(2) of that Act and Rule 506 of Regulation D. We also accepted
subscription agreements for the purchase of 322,500 shares of our common stock
at $0.50 per share, for a total of $161,250, in private placement transactions
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 pursuant to Section 4(2) of that Act and Rule 506 of
Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matters were submitted for a vote of our security holders during the first
quarter of 2002.
12
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) (a) Exhibits
2. Plan of Reorganization of Geo Petroleum, Inc. dated October 12, 1999,
and confirmed by the U.S. Bankruptcy Court for the Central District of
California, Santa Barbara Division, on December 15, 1999, was previously
filed as an exhibit to our Annual Report on Form 10-KSB for the year ended
December 31, 1999 and is incorporated herein by this reference.
3. Our Articles of Incorporation, and the First, Second and Third
Amendments to our Articles of Incorporation, as well as our Bylaws, were
filed as exhibits to our Form 10 Registration Statement dated June 6, 1996
and are incorporated herein by this reference.
4. Not applicable
10. Not applicable
11. Included in financial statements in Part I, Item 1 above.
15. Included in financial statements in Part I, Item 1 above.
18. Not applicable
19. Proxy Statement filed with the Securities and Exchange Commission on
July 2, 2001 and incorporated herein by this reference.
22. Not applicable
23. Not applicable
24. Not applicable
(b) (b) We did not file any reports on Form 8-K during the first quarter
of 2002.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Geo Petroleum, Inc.,
a California corporation
May 20, 2002 By: /s/ Dennis Timpe
--------------------------
Dennis Timpe
Its: President and a Director
13