U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10KSB/A/2
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
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Commission file number 0-20915
GEO PETROLEUM, INC.
(Name of Small Business Issuer in Its Charter)
California 33-0328958
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, California 90274
(Address of principal executive offices) (Zip Code)
Issuers telephone number (310) 265-0721
Securities registered under Section 12(b) of the Exchange Act:
Name of each Exchange
Title of each class on which registered
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Common NASD Bulletin Board
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[ X ]YES [ ]NO
<PAGE>
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
[ ]
The Registrant's revenues for its fiscal year ended December 31,
1996 were $1.01 million. At March 31, 1997, 7,521,606 shares of
Common Stock (the Registrant's only class of voting stock) were
outstanding. The aggregate market value of the Common Stock on
that date (based upon the closing price on the NASD Electronic
Bulletin Board on March 14, 1997 of $6.88) held by non-affiliates
was approximately $25,400,000.
Documents incorporated by reference: Certain portions of the
Registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A - Part III, Items 9, 10,
11, and 12.
Transitional Small Business Disclosure Format.
[ ]YES [ X ]NO
<PAGE>
Geo Petroleum, Inc. hereby amends the Annual Report on Form 10KSB
dated December 31, 1996, by amending "PART III, ITEM 1 AND 2,
INDEX TO EXHIBITS AND DESCRIPTION, EXHIBIT NUMBER 16.2" of such
form to read as follows:
PART III
ITEM 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION
Exhibit Sequential
Number Description of Exhibit Location No.
2.1 Agreement of Merger and Plan of Reorganization between
Drake Investment Corp. and Geo Petroleum, Inc. dated
November 1, 1995.*
2.2 Certificate of Approval of Agreement of Merger between
Drake Investment Corp. and Geo Petroleum, Inc., dated
April 9, 1996.*
2.3 Permit to issue stock in merger, dated March 26, 1996.*
3.1 Articles of Incorporation of Geo Petroleum, Inc., filed
November 6, 1986.*
3.1(a) First Amendment to Articles of Incorporation of Geo
Petroleum, Inc. filed June 1, 1994.*
3.1(b) Second Amendment to Articles of Incorporation of Geo
Petroleum, Inc. filed November 7, 1995.*
3.1(c) Third Amendment to Articles of Incorporation of Geo
Petroleum, Inc. filed December 5, 1995.*
3.2 By-laws of Geo Petroleum, Inc., dated November 30,
1986.*
4.1 Corporate Resolution establishing Rights, Preferences
and Privileges of Preferred Stock, Series A, dated
August 23, 1994.*
4.1(a) Form of Preferred Stock Certificate.*
4.2 Form of Common Stock Certificate.*
4.3 Form of Promissory Note, Deed of Trust, and Assignment
of Oil Payment of Geo Petroleum, Inc.*
10.1 Form of Oil and Gas lease covering various lands in
Bandini oil field unit (exemplar), dated January 2,
1975.*
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10.2 Assignment of Overriding Royalty Interest (East Los
Angeles/Bandini) dated February 1, 1979, from Irving
Terry and Esther Terry to Wayne Hoylman and Helen W.
Hoylman (exemplar).*
10.3(a) Form of Oil and Gas lease covering various lands in
Oxnard Field (Vaca Tar Sand Unit) (exemplar), dated
January 1, 1987.*
10.3(b) Pooling Agreement, Vaca Tar Sand Unit, Ventura County,
California.*
10.4 Form of Oil and Gas lease covering various lands in the
Rosecrans Oil Field, Los Angeles County, California
(exemplar), dated October 15, 1956.*
10.5 Gas Sales Contract dated August 31, 1991, between Geo
Petroleum Inc. and Capitan Resources, Inc. (East Los
Angeles/Bandini fields).*
10.6(a) Gas Sales Contract dated August 9, 1991 between Pacific
Tube Company and Geo Petroleum, Inc.*
10.6(b) Assignment of Gas Sales Contract, Geo Petroleum, Inc.
to Capitan Resources, Inc.*
10.7 Oil Sales Contract dated August 1, 1995 between Geo
Petroleum, Inc. and Kern Oil & Refining (East Los
Angeles/Bandini fields).*
10.8(a) Oil Sales Contract dated November 22, 1994 between Geo
Petroleum, Inc. and Texaco Trading and Transportation
Inc. (Oxnard).*
10.8(b) Oil Sales Contract dated July 5, 1995 between Geo
Petroleum, Inc. and Unocal Corp. (Rosecrans field).*
10.9 Oil Sales Contract between Geo Petroleum, Inc. and Kern
Oil & Refining Co., dated July 10th, 1995 (Orcutt
field).*
10.10 Oil and Gas Lease between Gene Careaga, et al and
Central California Oil Co., (Geo's predecessor in
interest) (Orcutt Field) dated October 3, 1972.*
10.13 Water Disposal Agreement between J.W. Hansen and Geo
Petroleum, Inc. dated May 14, 1992.*
10.14 Water Disposal Agreement between Geo Petroleum, Inc.
and Capitan Resources, Inc. dated June 1, 1990.*
10.15 Services and Drilling Master Contract (water disposal)
between Unocal Corporation and Geo Petroleum, Inc.
dated February 3, 1993.*
<PAGE>
10.16 Term Loan Agreement, as amended and extended to June
15, 1996, dated June 6, 1994, between First Los Angeles
Bank (now City National Bank) and Geo Petroleum, Inc.*
10.17 Letter Agreement between Geo Petroleum, Inc. and
William Rich III, as attorney in fact, (Harriman
interests) dated September 6, 1990.*
10.18 Surface Use Agreement dated March 31, 1978, as amended,
between Los Angeles and Salt Lake Railroad Company and
Union Pacific Railroad Co. and Irving Terry. (East Los
Angeles and Bandini fields).*
10.19 Standard Industrial Lease dated January 1, 1979 between
Irving Terry et ux. and Western Avenue Properties (East
Los Angeles tank farm).*
10.20 Deed from Terry Oil Company, Inc. dated February 5,
1979 to Western Avenue Properties, covering various
rights and easements for oil operations (East Los
Angeles/Bandini pipeline easements).*
10.21 Assignment and Bill of Sale, Rosecrans Area Leases, by
and between Kelt California, Inc., and Geo Petroleum,
Inc., dated December 1, 1994.*
10.23 Quitclaim Deed, Assignment of Leases and Bill of Sale,
East Los Angeles and Bandini Oil Fields, by and between
Western Avenue Properties, a California general
partnership, and Geo Petroleum, Inc., dated January 19,
1990.*
16.1 Consent of Sherwin D. Yoelin to use all information
from his evaluation reports in this document.*
*Filed as exhibits to Registrant's Form 10 Registration Statement
dated June 6, 1996 and incorporated herein by reference thereto.
<PAGE>
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(AS AMENDED OCTOBER 21, 1997 TO REVISE THIS EXHIBIT 16.2 ONLY)
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16.2 Agreement for Assignment of Leases dated December 31,
1996 by and between Geo Petroleum, Inc. as Assignor and
Saba Petroleum, Inc. as Assignee with respect to Geo's
oil properties in the Oxnard Field, Ventura County,
California. Filed with Application for an Order
Granting Confidential Treatment to an Exhibit Filed
with the Report of Geo Petroleum, Inc. on Form 10-KSB.
SAID APPLICATION WITHDRAWN ON OCTOBER 21, 1997 BY
GEO PETROLEUM, INC. SAID AGREEMENT IS INCORPORATED
HEREIN BY REFERENCE TO FORM 10KSB/A FILED BY SABA
PETROLEUM COMPANY ON JULY 23, 1997, CENTRAL INDEX KEY:
#0000312340; STANDARD INDUSTRIAL CLASSIFICATION: CRUDE
PETROLEUM & NATURAL GAS [1311]; IRS NUMBER: 470617589;
FORM TYPE: 10KSB/A; SEC ACT: 1934 ACT; SEC FILE NUMBER:
001-13880; FILM NUMBER: 97644058. SAID AGREEMENT IS
OBTAINABLE DIRECTLY FROM THE U.S. SECURITIES AND
EXCHANGE COMMISSION ON THE WORLDWIDE WEB AT
HTTP://WWW.SEC.GOV/EDAUX/FORMLYNX.HTM, OR FROM SABA
PETROLEUM COMPANY AT:
SABA PETROLEUM COMPANY
17512 VON KARMAN AVE
IRVINE, CA 92714
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16.3 April 9, 1997 Consent of Sherwin D. Yoelin to use all
information from his evaluation reports in this document.
<PAGE>
Exhibit 16.3
April 9, 1997 Consent of Sherwin D. Yoelin to use all information
from his evaluation reports in this document.
Sherwin D. Yoelin, Petroleum Engineer, Inc.
Consulting Petroleum Engineer
California Certificate Number P 1241
1439 Bonnie Jean Road
La Habra Heights, California 90631
310 697-3700
April 9, 1997
Geo Petroleum, Inc.
25660 Crenshaw Blvd., Suite 201
Torrance, CA 90505
Subject: Consent of Independent Petroleum Engineer
Gentlemen:
I agree to the inclusion in this Form 10-KSB of my reports dated
January 1, 1997, with respect to the proved oil and gas reserves
and revenues of Geo Petroleum, Inc. and consent to the reference
to our firm under the captions "Estimated Oil and Gas Reserves"
and "Experts."
Sincerely,
/s/ SHERWIN D. YOELIN
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SHERWIN D. YOELIN
Consulting Petroleum Engineer
State of California
Certificate No. P 1241
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Geo Petroleum Inc.
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<S> <C>
Dated: October 21, 1997
By: /s/ GERALD T. RAYDON
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GERALD T. RAYDON
Chairman of the Board and President
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicated.
Signatures and dates of directors.
Signature Title Date
Gerald T. Raydon President/Chairman October 21, 1997
Alyda L. Raydon Secretary-Treasurer/
Director October 21, 1997
William J. Corcoran Director October 21, 1997
Michael F. Moran Director October 21, 1997
Signatures for all directors and chief executive officer and
Principal Financial and Accounting Officer.
The above Index to Exhibits and Exhibit Identification form is
incorporated herein by reference.
