10QSB 1 marchq.txt MARCH 31, 2002 10-QSB 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