<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

(Mark One)

 X   Quarterly report under Section 13 or 15(d) of the Securities Exchange
---  Act of 1934

For the quarterly period ended   June 30, 2001
                               ---------------

     Transition report under Section 13 or 15(d) of the Exchange Act
---

For the transition period from               to
                               --------------  --------------------------
Commission file number  000-30658
                       --------------------------------------------------

                                 GeoAlert, Inc.
   -------------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

                 Nevada                            91-2008331
   -------------------------------------------------------------------------
     (State or Other Jurisdiction of              (IRS Employer
     Incorporation or Organization)            Identification No.)

               343 W. Bagley Road, Suite 205, Berea, Ohio  44017
   -------------------------------------------------------------------------
                    (Address of Principal Executive Officer)

                                 (440) 260-7550
   -------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Suite 8, 1545 West 14th Street, Vancouver, British Columbia  V2J 1J5
   -------------------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 X      No
   ----      ----

                      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 practicable date:

15,700,000 shares of common stock as of August 17, 2001
-------------------------------------------------------------------------

<PAGE>

                               TABLE OF CONTENTS

PART I.   FINANCIAL INFORMATION

Consolidated Balance Sheets
     June 30, 2001 and March 31, 2001........................    1

Consolidated Statements of Operations
     Periods Ended June 30, 2001.............................    2

Consolidated Statements of Shareholders' Equity
     Periods Ended June 30, 2001.............................    3

Consolidated Statements of Cash Flows
     Periods Ended June 30, 2001.............................    4

Notes to Consolidated Financial Statements...................    5

Management's Discussion and Analysis of Financial Condition
     and Results of Operations...............................   10

PART II.  OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds..........   12

Item 6.   Exhibits and Reports on Form 8-K...................   12

Signatures...................................................   13

Exhibit Index................................................  E-1

                                      ii
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                       June 30, 2001 and March 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                      June 30, 2001       March 31, 2001
                                                                      -------------       --------------
     ASSETS
<S>                                                                   <C>                      <C>
CURRENT ASSETS
 Cash and cash equivalents                                              $ 223,758            $    253
 Prepaid expenses                                                           6,211                 500
                                                                        ---------            --------
     Total current assets                                                 229,969                 753

PROPERTY, PLANT AND EQUIPMENT, NET                                        278,285              27,008
                                                                        ---------            --------
                                                                        $ 508,254            $ 27,761
                                                                        =========            ========

     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Accounts payable                                                       $ 105,901            $ 99,683
 Deferred revenue                                                           8,146              15,062
                                                                        ---------            --------
     Total current liabilities                                            114,047             114,745

COMMITMENTS AND CONTINGENCIES                                                   -                   -

SHAREHOLDERS' EQUITY (DEFICIT)
 Capital stock, $0.001 par value
  Authorized - 200,000,000 shares
  Issued and outstanding - 15,700,000 and 8,165,000 shares at
   June 30, 2001 and March 31, 2001, respectively                          15,700               8,165
Additional paid-in capital                                                590,800              (7,665)
Deficit accumulated during development stage                             (212,293)            (87,484)
                                                                        ---------            --------
     Total shareholders' equity (deficit)                                 394,207             (86,984)
                                                                        ---------            --------

                                                                        $ 508,254            $ 27,761
                                                                        =========            ========
</TABLE>



  The accompanying notes are an integral part of these financial statements.


                                       1
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)


                          Periods Ended June 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Cumulative
                                                Amounts From
                                              Incorporation on          Three Month
                                             November 22, 1999          Period Ended
                                              to June 30, 2001         June 30, 2001
                                             -----------------         -------------
<S>                                          <C>                       <C>
NET SALES                                        $  19,513             $     6,915

COSTS AND EXPENSES
 Professional fees                                  70,866                  65,206
 Salaries                                           63,143                  41,774
 Depreciation                                       32,702                   6,679
 Administrative expenses                            65,657                  18,627
                                                 ---------             -----------
                                                   232,368                 132,286

LOSS FROM OPERATIONS                              (212,855)               (125,371)

OTHER INCOME, NET                                      562                     562
                                                 ---------             -----------
NET LOSS                                         $(212,293)            $  (124,809)
                                                 =========             ===========

NET LOSS PER SHARE:
 BASIC AND DILUTED                                                     $     (0.01)
                                                                       ===========
WEIGHTED AVERAGE SHARES OUTSTANDING                                     10,960,659
                                                                       ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       2
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (Unaudited)

                          Periods Ended June 30, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                            Common Stock           Additional         During
                                       -----------------------      Paid-in         Development
                                         Share        Amount        Capital            Stage              Total
                                       ----------    ---------    ------------     -------------        ---------
<S>                                  <C>             <C>          <C>              <C>                  <C>
Inception, November 22, 1999                    -     $      -       $       -       $       -           $       -
  Shares issued for cash                8,165,500        8,165          (7,665)              -                 500
  Net loss                                      -            -               -            (500)               (500)
                                      -----------     --------       ---------       ---------           ---------
Balance, March 31, 2000                 8,165,000        8,165          (7,665)           (500)                  -
  Net loss                                      -            -               -         (86,984)            (86,984)
                                      -----------     --------       ---------       ---------           ---------
Balance, March 31, 2001                 8,165,000        8,165          (7,665)        (87,484)            (86,984)
  Issuance of shares                    2,400,000        2,400         103,600               -             106,000
  Issuance of shares in reverse
   acquisition                          5,135,000        5,135         494,865               -             500,000
  Net loss                                      -            -               -        (124,809)           (124,809)
                                      -----------     --------       ---------       ---------           ---------
Balance, June 30, 2001                 15,700,000     $ 15,700       $ 590,800       $(212,293)          $ 394,207
                                      ===========     ========       =========       =========           =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                          Periods Ended June 30, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                             Cumulative
                                                            Amounts From
                                                          Incorporation on        Three Month
                                                          November 22, 1999      Period Ended
                                                          to June 30, 2001       June 30, 2001
                                                          -----------------      -------------
<S>                                                       <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                    $(212,293)           $(124,809)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation                                               32,702                6,679
      Changes in assets and liabilities:
        Prepaid expenses                                         (6,211)              (5,711)
        Accounts payable                                        105,901                6,218
        Deferred revenue                                          8,146               (6,916)
          Total adjustments                                     140,538                  270
                                                              ---------            ---------
            Net cash used by operating activities               (71,755)            (124,539)
                                                              ---------            ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property, plant and equipment                     (310,987)            (257,956)
                                                              ---------            ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of shares                                             606,500              606,000
                                                              ---------            ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS                       223,758              223,505

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      -                  253
                                                              ---------            ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $ 223,758            $ 223,758
                                                              =========            =========
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.   Summary of Significant Accounting Policies

          A.   Basis of Presentation - The accompanying unaudited condensed
               consolidated financial statements have been prepared in
               accordance with generally accepted accounting principles for
               interim financial information. Accordingly, they do not include
               all of the information and footnotes required by generally
               accepted accounting principles for complete financial statements.
               In the opinion of management, all adjustments (consisting of
               normal recurring accruals) considered necessary for a fair
               presentation have been included. Operating results for the three
               month period ended June 30, 2001 are not necessarily indicative
               of the results that may be expected for the year ended March 31,
               2002.

               On June 20, 2001, the Company, a public shell, acquired all of
               the outstanding common stock of Moonlight R&D, Inc.
               ("Moonlight"), a nonpublic entity, from Moonlight's shareholders
               in exchange for 11,000,000 shares of common stock (70% of the
               Company's stock after giving effect to the acquisition). For
               accounting purposes, the share exchange has been treated as a
               recapitalization of Moonlight with Moonlight as the acquiror
               (reverse acquisition). The historical financial statements prior
               to June 20, 2001 are those of Moonlight. Due to the circumstances
               of the share exchange, the transaction has been treated as a
               capital stock transaction rather than a business combination and
               no pro forma information is provided. The historical fiscal year
               end of Moonlight is March 31, which is reflected in these
               financial statements. For legal purposes, Moonlight is a
               subsidiary of the Company. All significant intercompany accounts
               and transactions have been eliminated.

               The Company had minimal operations during the three month period
               ended June 30, 2000, therefore, no comparative financial
               statement data is presented.

               The Company changed its name from Corbett Lake Minerals, Inc. to
               GeoAlert, Inc. on March 29, 2001.

          B.   Business Purpose - Moonlight was formed on November 22, 1999
               under the laws of the state of Ohio and is in the business of
               notifying individual subscribers and other entities of school
               closings, business closings and other various occurrences. Due to
               minimal operations, the Company is considered a development stage
               company.

                                       5
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Note 1.   Summary of Significant Accounting Policies (Continued)

          C.   Going Concern - These financial statements have been prepared in
               accordance with generally accepted accounting principles
               applicable to a going concern which contemplates the realization
               of assets and the satisfaction of liabilities and commitments in
               the normal course of business. The general business strategy of
               the Company is to improve the subscriber base of Moonlight. Since
               Moonlight's inception, it has had minimal operations and requires
               an increase in its subscriber base to maintain its operations.
               These conditions raise substantial doubt about the Company's
               ability to continue as a going concern. These financial
               statements do not include any adjustments that might result from
               this uncertainty.

          D.   Cash and Cash Equivalents - Cash and cash equivalents include
               highly liquid investments with original maturities of three
               months or less. These are recorded at cost which approximates
               market.

          E.   Property, Plant and Equipment - These assets are stated at cost
               and are depreciated on the straight-line method over the
               estimated useful lives of the various assets. At June 30, 2001,
               property, plant and equipment includes $250,718 of software under
               development, which will not be amortized until completed.

          F.   Revenue Recognition - The Company bills subscribers at the onset
               of a contract for the full price of the subscription. The revenue
               is recognized ratably over the term of the subscription,
               typically one year.

          G.   Estimates - The preparation of financial statements in conformity
               with generally accepted accounting principles requires management
               to make estimates and assumptions that affect the reported
               amounts of assets and liabilities and disclosure of contingent
               assets and liabilities and disclosure of contingent assets and
               liabilities at the date of the financial statements and the
               reported amounts of revenues and expenses during the reporting
               period. Actual results could differ from those estimates.

          H.   Income Taxes - Income taxes are provided in accordance with
               Statement of Financial Accounting Standards No. 109 ("SFAS 109"),
               "Accounting for Income Taxes." A deferred tax asset or liability
               is recorded for all temporary differences between financial and
               tax reporting and net operating loss carryforwards. Deferred tax
               expenses (benefit) result from the net change during the year of
               deferred tax assets and liabilities.

               Deferred tax assets are reduced by a valuation allowance when, in
               the opinion of management, it is more likely than not that some
               portion or all of the deferred tax assets will not be realized.
               Deferred tax assets and liabilities are adjusted for the effects
               of changes in tax laws and rates on the date of enactment.

                                       6
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1.   Summary of Significant Accounting Policies (Continued)

          I.   Earnings Per Share - In February 1997, the Financial Accounting
               Standards Board (FASB) issued Statement of Financial Accounting
               Standards No. 128, "Earnings Per Share" ("SFAS 128"). Under SFAS
               128, basic and diluted earnings per share are presented. Basic
               earnings per share is computed by dividing income available to
               common stockholders by the weighted average number of shares of
               common stock outstanding in the period. Dilutive earnings per
               share takes into consideration shares of common stock outstanding
               (computed under basic earnings per share) and potentially
               dilutive shares of common stock (if their effect is dilutive).

          J.   Stock Based Compensation - The Company accounts for stock-based
               compensation issued to employees using Accounting Principles
               Board Opinion No. 25, "Accounting for Stock Issued to Employees."
               Accordingly, compensation cost for such options is measured as
               the excess, if any, of the quoted market price of the Company's
               stock at the date of the grant over the amount an employee is
               required to pay for the stock.

          K.   Fair Value of Financial Instruments - The fair values of cash,
               accounts receivable, accounts payable and other short-term
               obligations approximate their carrying values because of the
               short maturity of these financial instruments. In accordance with
               Statement of Financial Accounting Standards No. 107, "Disclosure
               About Fair Value of Financial Instruments," rates available at
               balance sheet dates to the Company are used to estimate the fair
               value of existing debt.

          L.   Accounting for Derivative Instruments and Hedging Activities - In
               June 1998, the FASB issued SFAS No. 133 "Accounting for
               Derivative Instruments and Hedging Activities," which establishes
               accounting and reporting standards for derivative instruments and
               for hedging activities. SFAS 133 is effective for all fiscal
               quarters of fiscal years beginning after June 15, 1999. In June
               1999, the FASB issued SFAS 137 to defer the effective date of
               SFAS 133 to fiscal quarters of fiscal years beginning after June
               15, 1999. In June 2000, the FASB issued SFAS No. 138, which is a
               significant amendment to SFAS 133. The effect of adoption of
               these statements did not have a significant impact on the
               Company's financial statements.

                                       7
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Note 2.   Mineral Property

          The Company, prior to the Moonlight transaction, acquired an option to
          purchase a 100% interest in the CP 1-12 mining claims located in the
          Nicola Mining Division of British Columbia. As the Company has not met
          the required amount of expenditures relating to its work program, it
          is technically in default of its option agreement and resulting
          entitlement to the properties. The Company has not yet determined
          whether the optionor will amend or grant an extension to the work
          program, or whether it will abandon the property.

Note 3.   Share Exchange Agreement With Moonlight R&D, Inc.

          On June 20, 2001, the Company, a public shell, acquired all of the
          outstanding common stock of Moonlight R&D, Inc., a nonpublic entity,
          from Moonlight's shareholders in exchange for 11,000,000 shares of
          common stock (70% of the Company's stock after giving effect to the
          acquisition). For accounting purposes, the share exchange has been
          treated as a recapitalization of Moonlight with Moonlight as the
          acquiror (reverse acquisition). The historical financial statements
          prior to June 20, 2001 are those of Moonlight. Due to the
          circumstances of the share exchange, the transaction has been treated
          as a capital stock transaction rather than a business combination and
          no pro forma information is provided.

Note 4.   Capital Stock

          The authorized capital stock of the Company consists of 200,000,000
          shares of common stock with a par value of $0.001 per share. All of
          the issued and outstanding shares are fully paid and non-assessable
          and have equal voting rights. The shares have no preemptive,
          subscription, conversion or redemption rights and may be issued only
          as fully paid and non-assessable shares.

          In 1999, the Company issued 7,000,000 shares of common stock under
          Rule 504 of Regulation D of the Securities Act of 1933, at a price of
          $0.001 per share, for total proceeds of $7,000. In June 2001, in
          conjunction with the share exchange agreement described in Note 3, the
          7,000,000 shares of common stock were returned to treasury and
          cancelled. The Company has issued 5,000,000 shares of common stock
          under Rule 504 of Regulation D of the Securities Act of 1933, at a
          price of $0.01 per share, for total proceeds of $50,000. On March 29,
          2001, 500,000 of these shares of common stock were returned to
          treasury and cancelled. On May 4, 2001, the Company issued 200,000
          shares of common stock under Regulation S of the Securities Act of
          1933, at a price of $2.50 per share, for total proceeds of $500,000.

                                       8
<PAGE>

                        GEOALERT, INC. AND SUBSIDIARY
                        (A DEVELOPMENT STAGE COMPANY)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Note 4.   Capital Stock (Continued)

          In June 2001, in conjunction with the share exchange agreement
          described in Note 3, 11,000,000 shares of common stock were exchanged
          for all of the common shares of Moonlight. 435,000 shares of common
          stock of the 11,000,000 shares of common stock were issued as a
          finder's fee for introducing Moonlight to the Company.

          The share amounts, common stock, and additional paid-in capital on the
          Consolidated Statements of Shareholders' Equity reflect the historical
          equity transactions of Moonlight recapitalized as Company shares.

Note 5.   Income Taxes

          At June 30, 2001, the Company's net deferred tax asset, utilizing a
          34% effective tax rate, consists of:

<TABLE>
<CAPTION>
                                     June 30, 2001     March 31, 2001
                                     -------------     --------------
<S>                                  <C>               <C>
Net operating loss carryforwards        $ 72,000          $ 29,000
Valuation allowance                      (72,000)          (29,000)
                                        --------          --------

                                        $      -          $      -
                                        ========          ========
</TABLE>

          The valuation allowance was established to reduce the net deferred tax
          asset to the amount that will more likely than not be realized. This
          reduction is necessary due to uncertainty of the Company's ability to
          utilize the net operating loss carryforwards before they expire.

          For regular federal income tax purposes, the Company has remaining net
          operating loss carryforwards of approximately $212,000. These losses
          can be carried forward to offset future taxable income and, if not
          utilized, will expire in varying amounts beginning in 2021.

Note 6.   Commitments and Contingencies

          An outside vendor has an agreement in principle to obtain an option to
          purchase certain Company shares owned by the majority shareholder.
          This is subject to agreement on definitive terms of the option and is
          also contingent upon the vendor's completion of certain software
          development.

          In addition, the Company intends to award stock options to certain
          employees, which is dependent upon the adoption of a stock option
          plan.

                                       9
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS



Recent Developments

     On June 20, 2001, we issued 11,000,000 shares of our common stock to
shareholders of Moonlight R & D, Inc. under the terms of a share exchange
agreement among us, Moonlight and Moonlight's shareholders. Moonlight's
shareholders now own 70% of our common stock.

     As a result of the above transaction, our business focus has changed and we
now provide local media and schools in the greater Cleveland and Northeast Ohio
area with turnkey emergency school closing information, high school varsity
sports scores and a variety of other public interest emergency alerts. We also
are attempting to extend our services to a range of personal alert services and
business alert services.

Results of Operations

     During the three month period ended June 30, 2001, we experienced a net
loss of $124,809 and had only approximately $6,900 in revenues. Costs and
expenses for the three month period ended June 30, 2001 totaled $132,286. Our
recent activities have been limited to developing technology, testing results,
capital raising, providing limited services and conducting initial sales and
marketing efforts.

     All of our customers pay in advance for one year's service. The year of
service runs from September to September, regardless of when customers subscribe
with us during the year. In general, our media customers typically subscribe
between July and October and individuals typically subscribe between September
and January. We incur higher expenses in late fall and winter since most of our
business activity occurs during this time.

Liquidity and Sources of Capital

     Our primary sources of liquidity are proceeds from the sale of stock to
investors and cash flow from operations. We issued an additional 200,000 shares
of our common stock to two investors under a condition of the Moonlight
acquisition, which raised $500,000 in working capital for us. We anticipate that
we have sufficient cash on hand to meet our near term capital requirements.

     We expect to make additional capital expenditures for computer hardware
when our planned expansion of services proves successful. We anticipate funding
these expenditures with cash flow from operations. We also are exploring the
possibility of leasing additional hardware and software through a financial
institution.

Forward-Looking Statements

     We are making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
This quarterly report on Form 10-QSB includes forward-looking statements
relating to our business. Forward-looking statements contained herein or in
other statements made by us are made based on management's

                                      10
<PAGE>

                         GEOALERT, INC. AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS (CONTINUED)


expectations and beliefs concerning future events impacting us and are subject
to uncertainties and factors relating to our operations and business
environment, all of which are difficult to predict and many of which are beyond
our control, that would cause our actual results to differ materially from those
matters expressed in or implied by forward-looking statements. We believe that
the following factors, among others, could affect our future performance and
cause our actual results to differ materially from those expressed in or implied
by forward-looking statements made by us or on our behalf:

          .    general economic, business and market conditions;

          .    competition;

          .    the success of advertising and promotional efforts;

          .    trends within the industry in which we compete;
               the existence or absence of adverse publicity;

          .    changes in relationships with our major customers or in the
               financial condition of those customers; and

          .    the adequacy of our financial resources and the availability and
               terms of any additional capital.

                                      11
<PAGE>

                                    PART II

                               OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

     On May 4, 2001, we issued 200,000 shares of our common stock to two
investors, Jeeves Investments Ltd. and Sunnyside Holdings Ltd. Each investor
purchased 100,000 shares of common stock, at a price of $2.50 per share, for
total aggregate proceeds to us of $500,000. The securities issued by us in this
transaction were issued directly by us and did not involve any underwriter. The
securities were issued in a transaction not involving a public offering and are
exempt from registration under Regulation S under the Securities Act of 1933.

     On June 20, 2001, we issued 11,000,000 shares of our common stock to the
shareholders of Moonlight R & D, Inc., an Ohio corporation, under the terms of a
share exchange agreement among us, Moonlight and Moonlight's shareholders. The
securities issued by us in this transaction were issued directly by us and did
not involve any underwriter. The securities were issued in a transaction not
involving a public offering and are exempt from registration under Section 4(2)
of the Securities Act of 1933.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits.

     2.1  Share Exchange Agreement, dated June 14, 2001, by and among GeoAlert,
          Inc., Moonlight R&D Inc. and the Moonlight Shareholders (as defined
          therein). (A copy of this document was filed as Exhibit 2.1 to
          GeoAlert's current report on Form 8-K, dated June 20, 2001, and is
          hereby incorporated by reference.)

     (b)  Reports on Form 8-K.

     We filed one current report on Form 8-K during the quarter for which this
report is filed. A current report on Form 8-K, dated June 20, 2001, was filed to
report a change in control under Item 1 of Form 8-K and an acquisition of assets
under Item 2 of Form 8-K.

                                      12
<PAGE>

                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on behalf of the undersigned, thereunto duly
authorized.

                                 GEOALERT, INC.


                                 /s/ Michael G. Bachmann
Date:  August 17, 2001           -------------------------------------
                                 Michael G. Bachmann, President


                                 /s/ Christine N. Bachmann
Date:  August 17, 2001           -------------------------------------
                                 Christine N. Bachmann, Vice President
                                 of Operations

                                      13
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No.                               Description
---                               -----------
<S>         <C>
 2.1        Share Exchange Agreement, dated June 14, 2001, by and
            among GeoAlert, Inc., Moonlight R&D Inc. and the Moonlight
            Shareholders (as defined therein).............................. (A)
---------------
</TABLE>

(A)  A copy of this document was filed as Exhibit 2.1 to GeoAlert's current
     report on Form 8-K, dated June 20, 2001, and is hereby incorporated by
     reference.

                                      E-1