UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-K/A

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

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

For the fiscal year ended December 31, 2006

OR

o            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  001-16749

GeoPetro Resources Company
(Exact name of registrant as specified in its charter)

 

(415) 398-8186
(Registrant’s telephone number, including area code)

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

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 o No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

 

Indicate by check mark whether the registrant is a shell company. Yes o No x

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $110,874,342 based on the closing sale price of $4.95 per share as reported by the American Stock Exchange on May 2, 2007.

The number of shares of the registrant’s common stock outstanding on May 3, 2007 was 29,359,718.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

GeoPetro Resources Company is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 10K for the fiscal year ended to include certain Unaudited Supplementary Quarterly Financial Data previously omitted from the Annual Report on Form 10K.

 Other than that described above, no changes have been made to any Items previously filed in the Form 10K, and this Amendment No. 1 does not reflect events occurring after the Original Filing or modify or update those disclosures affected by subsequent events.

 Pursuant to the rules of the Securities and Exchange Commission, the company has included currently dated certifications from its principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes—Oxley Act of 2002.

GEOPETRO RESOURCES COMPANY

TABLE OF CONTENTS

PART II
Item 8.	Financial Statements and Supplementary Data
Signatures
Exhibits

 

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PART II

Item 8. Financial Statements and Supplementary Data

UNAUDITED SUPPLEMENTAL QUARTERLY FINANCIAL DATA

2006		First			Second			Third			Fourth
Revenues		$	1,498,453		$	1,969,064		$	1,705,140		$	1,543,703
Income (loss) from operations		$	119,566		$	(124,231	)	$	(267,975	)	$	(39,548	)
Net income (loss)		$	(73,077	)	$	(249,540	)	$	(489,224	)	$	(199,965	)
Earnings per common shares:
Basic		$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Diluted		$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

 

2005		First			Second			Third			Fourth
Revenues		$	1,588,204		$	1,621,750		$	2,824,093		$	1,941,943
Income (loss) from operations		$	240,023		$	371,942		$	1,357,935		$	886,637
Net income (loss)		$	12,543		$	177,035		$	1,189,929		$	731,567
Earnings per common shares:
Basic		$	0.00		$	0.01		$	0.06		$	0.03
Diluted		$	0.00		$	0.01		$	0.05		$	0.03

 

The sum of the individual quarterly net income per common share amounts may not agree with year-to-date net income per common share because each period’s computation is based on the weighted average number of shares outstanding during that period.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on May 3, 2007.

	GEOPETRO RESOURCES COMPANY
	By:	/s/ Stuart J. Doshi
	Stuart J. Doshi
	Chairman of the Board of Directors, President and Chief Executive Officer

 

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 indicated on May 3, 2007.

Signature		Title		Date
/s/ Stuart J. Doshi		Chairman of the Board, President		May 3, 2007
Stuart J. Doshi		and Chief Executive Officer
/s/ David V. Creel		Vice President of Exploration and		May 3, 2007
David V. Creel		Director
/s/ J. Chris Steinhauser		Vice President of Finance and		May 3, 2007
J. Chris Steinhauser		Chief Financial Officer, Principal Accounting Officer and Director
/s/ Kevin M. Delehanty		Director		May 3, 2007
Kevin M. Delehanty
/s/ Thomas D. Cunningham		Director		May 3, 2007
Thomas D. Cunningham
/s/ David G. Anderson		Director		May 3, 2007
David G. Anderson
/s/ Nick DeMare		Director		May 3, 2007
Nick DeMare

 

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EXHIBIT INDEX

Exhibit Number		Description
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer of GeoPetro Resources Company pursuant to 18 U.S.C. § 1350.

 

*                    Filed herewith

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