<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  December 31, 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)

________________________________________________________________________________
        (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: 47,100,000 shares of common
                                                 -------------------------------
stock as of February 14, 2002
-----------------------------
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
PART I.  FINANCIAL INFORMATION

Consolidated Balance Sheets
     December 31, 2001 and March 31, 2001................................................     1

Consolidated Statements of Operations
     Periods Ended December 31, 2001.....................................................     2

Consolidated Statements of Stockholders' Equity
     Periods Ended December 31, 2001.....................................................     3

Consolidated Statements of Cash Flows
     Periods Ended December 31, 2001.....................................................     4

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

Management's Discussion and Analysis.....................................................    11

PART II. OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders............................    14

Item 6.   Exhibits and Reports on Form 8-K...............................................    14

Signatures...............................................................................    15

Exhibit Index............................................................................   E-1
</TABLE>

                                      ii
<PAGE>

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

                          CONSOLIDATED BALANCE SHEETS

                     December 31, 2001 and March 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      December 31, 2001     March 31, 2001
                                                                      ----------------      --------------
    ASSETS                                                               (Unaudited)           (Audited)
<S>                                                              <C>                        <C>
CURRENT ASSETS
 Cash and cash equivalents                                            $      37,065         $        253
 Accounts receivable                                                          6,850                    -
 Prepaid expenses                                                             5,010                  500
                                                                      ----------------      --------------
     Total current assets                                                    48,925                  753

PROPERTY, PLANT AND EQUIPMENT, NET                                          672,319               27,008
                                                                      ----------------      --------------
                                                                      $     721,244         $     27,761
                                                                      ================      ==============

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Notes payable                                                        $     367,000         $          -
 Accounts payable                                                           110,728               99,683
 Deferred revenue                                                            26,023               15,062
                                                                      ----------------      --------------
     Total current liabilities                                              503,751              114,745

COMMITMENTS AND CONTINGENCIES                                                     -                    -

STOCKHOLDERS' EQUITY (DEFICIT)
 Capital stock, $0.001 par value
  Authorized - 200,000,000 shares
  Issued and outstanding - 47,100,000 and 24,495,000 shares at
   December 31, 2001 and March 31, 2001, respectively                        47,100               24,495
Additional paid-in capital                                                  689,400              (23,995)
Deficit accumulated during development stage                               (519,007)             (87,484)
                                                                      ----------------      --------------
     Total stockholders' equity (deficit)                                   217,493              (86,984)
                                                                      ----------------      --------------

                                                                      $     721,244         $     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 December 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   Cumulative
                                                  Amounts From
                                                Incorporation on              Three Month            Nine Month
                                                November 22, 1999            Period Ended           Period Ended
                                              to December 31, 2001         December 31, 2001      December 31, 2001
                                              --------------------        -----------------       -----------------
<S>                                         <C>                        <C>                      <C>
NET SALES                                          $  38,046              $       10,030          $      25,448

COSTS AND EXPENSES
 Professional fees                                   156,000                      34,524                150,839
 Salaries                                            204,100                      74,754                182,731
 Depreciation                                         46,556                       6,956                 20,534
 Administrative expenses                             151,191                      35,664                103,661
                                              --------------------        -----------------       -----------------
                                                     557,847                     151,898                457,765
                                              --------------------        -----------------       -----------------
LOSS FROM OPERATIONS                                (519,801)                   (141,868)              (432,317)

OTHER INCOME, NET                                        794                           -                    794
                                              --------------------        -----------------       -----------------

NET LOSS                                           $(519,007)             $     (141,868)         $    (431,523)
                                              ====================        =================       =================
NET LOSS PER SHARE:
 BASIC AND DILUTED                                                        $            -          $       (0.01)
                                                                          =================       =================
WEIGHTED AVERAGE SHARES
OUTSTANDING                                                                   47,100,000             40,029,836
                                                                          =================       =================

</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 STOCKHOLDERS' EQUITY
                                  (Unaudited)



                        Periods Ended December 31, 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            24,495,000       24,495        (23,995)                -                500

   Net loss                                   -            -              -              (500)              (500)
                                   ------------  -----------     ----------       -----------          ---------
Balance, March 31, 2000              24,495,000       24,495        (23,995)             (500)                 -

   Net loss                                   -            -              -           (86,984)           (86,984)
                                   ------------  -----------     ----------       -----------          ---------
Balance, March 31, 2001              24,495,000       24,495        (23,995)          (87,484)           (86,984)

   Issuance of shares                 7,200,000        7,200         98,800                 -            106,000

   Issuance of shares in reverse
      acquisition                    15,405,000       15,405        484,595                 -            500,000

   Issuance of stock options
      (including a capital
      contribution in the form of
      stock options issued by the
      majority stockholder)                   -            -        130,000                 -            130,000

   Net loss                                   -            -              -          (431,523)          (431,523)
                                   ------------  -----------     ----------       -----------          ---------
Balance, December 31, 2001           47,100,000  $    47,100     $  689,400       $  (519,007)         $ 217,493
                                   ============  ===========     ==========       ===========          =========
</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 December 31, 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Cumulative
                                                                    Amounts From
                                                                  Incorporation on              Nine Month
                                                                  November 22, 1999            Period Ended
                                                                to December 31, 2001         December 31, 2001
                                                                --------------------         -----------------
<S>                                                             <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                       $       (519,007)            $  (431,523)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Depreciation                                                           46,556                  20,534
   Changes in assets and liabilities:
     Accounts receivable                                                  (6,850)                 (6,850)
     Prepaid expenses                                                     (5,010)                 (4,510)
     Accounts payable                                                    242,728                 143,045
     Deferred revenue                                                     26,023                  10,961
                                                                ----------------             -----------
      Total adjustments                                                  303,447                 163,180
                                                                ----------------             -----------
        Net cash used by operating activities                           (215,560)               (268,343)

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property, plant and equipment                              (588,875)               (535,845)

CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of shares                                                      606,500                 606,000
 Proceeds from notes payable                                             235,000                 235,000
                                                                ----------------             -----------
        Net cash provided by financing activities                        841,500                 841,000

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 37,065                  36,812

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               -                     253
                                                                ----------------             -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $         37,065             $    37,065
                                                                ================             ===========
</TABLE>

Supplemental disclosure of noncash investing and financing activities:

The Company capitalized $130,000 of software costs in connection with stock
options issued (see Note 6.)

  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 nine month period ended December 31, 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
            33,000,000 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 nine month period
            ended December 31, 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 December 31, 2001, property,
            plant and equipment includes $656,521 of software under development,
            which will be amortized in January 2002, the date the software was
            put into service.

         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 ("SFAS") No. 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.

                                       6
<PAGE>

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

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


Note 1.  Summary of Significant Accounting Policies (Continued)

         H. Income Taxes (Continued) - 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.

         I. Earnings Per Share - In February 1997, the Financial Accounting
            Standards Board ("FASB") issued SFAS No. 128, "Earnings Per Share."
            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
            ("APB") 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 SFAS 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 33,000,000 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.

         On October 3, 2001, the Company's Board of Directors authorized a 3-
         for-1 split of its common stock effective November 28, 2001 for the
         stockholders of record at the close of business on November 7, 2001.
         The par value of the common stock was not changed. All share and per-
         share amounts in the accompanying financial statements have been
         restated to give retroactive effect to the stock split.

                                       8
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 4.  Capital Stock (Continued)

         In 1999, the Company issued 21,000,000 shares of common stock under
         Rule 504 of Regulation D of the Securities Act of 1933, at a price of
         $0.0003 per share, for total proceeds of $7,000. In June 2001, in
         conjunction with the share exchange agreement described in Note 3, the
         21,000,000 shares of common stock were returned to treasury and
         cancelled. The Company has issued 15,000,000 shares of common stock
         under Rule 504 of Regulation D of the Securities Act of 1933, at a
         price of $0.003 per share, for total proceeds of $50,000. On March 29,
         2001, 1,500,000 of these shares of common stock were returned to
         treasury and cancelled. On May 4, 2001, the Company issued 600,000
         shares of common stock under Regulation S of the Securities Act of
         1933, at a price of $0.83 per share, for total proceeds of $500,000.

         In June 2001, in conjunction with the share exchange agreement
         described in Note 3, 33,000,000 shares of common stock were exchanged
         for all of the common shares of Moonlight. 1,305,000 shares of common
         stock of the 33,000,000 shares of common stock were issued in return
         for brokerage commission relating to the issuance of the shares.

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

Note 5.  Income Taxes

         At December 31, 2001, the Company's net deferred tax asset, utilizing a
         34% effective tax rate, consists of:

<TABLE>
<CAPTION>
                                                       December 31, 2001            March 31, 2001
                                                       -----------------            --------------
                <S>                                    <C>                          <C>
                Net operating loss carryforwards       $         176,000            $       29,000
                Valuation allowance                             (176,000)                  (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.

                                       9
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5.  Income Taxes (Continued)

         For regular federal income tax purposes, the Company has remaining net
         operating loss carryforwards of approximately $519,000. 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.  Stock Options

         In fiscal 2001, the Company granted 60,000 options to an employee of
         the Company at $0.67 per share with one half vesting November 2001 and
         one half vesting July 2003. This employee also has the right to receive
         a maximum of 120,000 options at $0.67 per share based on the Company
         meeting certain revenue targets during the period from July 1, 2001 to
         June 30, 2002, fully vesting July 2004. In accordance with APB 25, no
         compensation effect is reflected in these financial statements, as the
         exercise price approximated the quoted market price.

         The Company also granted to an outside vendor the option to purchase
         6,420,000 shares at $0.40 per share in connection with the completion
         of certain software development. This vendor also has an option to
         purchase 7,500,000 Company shares owned by the majority shareholder and
         officer which was treated as a capital contribution. The options were
         valued at $130,000 based on the total estimated value of the software
         development less the cash paid to the vendor.

Note 7.  Notes Payable

         Notes payable consist of the following at December 31, 2001:

<TABLE>
               <S>                                                                        <C>
               Promissory note due January 31, 2002 to a vendor in connection
               with the completion of certain software development. This note
               was paid in full by the due date in January 2002.                          $132,000

               Three notes payable to a shareholder in the amounts of $35,000
               $120,000 and $160,000, due October 12, 2002, November 26, 2002
               and December 18, 2002, respectively, bearing interest at 10%. The
               terms of the third note payable provided for $80,000 of the
               total loan proceeds to be received January 15, 2002.                        235,000
                                                                                          --------
                                                                                          $367,000
                                                                                          ========
</TABLE>

         On January 28, 2002, the Company entered into a fourth loan agreement
         with the above shareholder in the amount of $100,000 payable January
         28, 2003, bearing interest at 10%. This note was personally guaranteed
         by certain officers of the Company.

                                       10
<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

General

     On June 20, 2001, we issued 33,000,000 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 now is a fully
computerized liaison service for local schools, businesses, media and residents.
We presently obtain and compile school closing data for radio and television
clients in the Cleveland, Youngstown, Ohio and Erie, Pennsylvania areas.  The
majority of these clients have signed multi-year agreements with us.

     We also offer a subscription early-alert service that is marketed to
schools and individual families.  The group alert service is being marketed
directly to schools and provides a school or school district the ability to
contact their entire list of teachers, bus drivers and administrative staff all
within minutes of the official decision to close their schools.  The individual
alert service is marketed through a series of partnerships with schools and the
media and give families an early warning that their school is closed or delayed.

Recent Developments

     Effective November 29, 2001, our articles of incorporation were amended to
effect a three-for-one forward stock split of our common stock.  In the stock
split, each share of common stock was automatically converted into three shares,
without any action on the part of the stockholders. Prior to the stock split, we
believed that our relatively small number of stockholders and the intermittent
trading in our stock resulted in a share price that discouraged trading and
investment in the company.  The forward stock split was meant to help alleviate
this problem and put us in a better position to raise capital.

     On December 4, 2001, we reached a settlement under a software license
agreement with the developer of our proprietary technology and software system,
RDS Tasks of Ohio, Inc.  In the settlement, we made a partial payment under the
agreement and acquired full title to the software system developed by RDS,
including source code.  We executed a 60-day promissory note for $132,000 for
the remaining balance owed to RDS and also granted RDS an option to purchase
6,420,000 shares of our common stock at $0.40 per share.  In addition, Christine
N. Bachmann, our Vice President of Operations, granted RDS an option to purchase
an additional 7,500,000 shares of our common stock that she owns at $0.000333
per share.  Both options vested and became exercisable immediately upon
execution of the respective agreements.

     Between October 2001 and January 2002, we had entered into four separate
loan agreements with a current stockholder, Swordfish Capital Corp., under which
we received short-term loan financing in the aggregate of $415,000. We used part
of this financing to satisfy in full our indebtedness to RDS, with the remainder
of the loan proceeds being used to meet working capital obligations from the
last several months.

                                       11
<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

Results of Operations

     During the three and nine month periods ended December 31, 2001, we
experienced an operating loss and had only $10,030 in revenues for the three
month period ended December 31, 2001 and $25,448 in revenues for the nine month
period ended December 31, 2001. Costs and expenses totaled $151,898 and
$457,765, respectively, for the three and nine month periods ended December 31,
2001. Our recent activities have been limited to developing technology, testing
results, capital raising, providing limited services and conducting initial
sales and marketing efforts. What services we have offered during the 2001-02
school year have not been utilized as often as we expected due to the relatively
mild winter weather.

     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 our customers who are individuals typically
subscribe between September and January.  We incur higher expenses in late fall
and winter due to most of our business activity occurring 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 received short-term loan financing
from a current investor in the aggregate of $415,000 between October 2001 and
January 2002. At December 31, 2001, we had cash and cash equivalents of $37,065,
reflecting the fact that after using loan proceeds to satisfy in full our
indebtedness to RDS, much of the remaining proceeds had been used over the past
quarter to fund our operations and cover working capital obligations from the
last several months.

     We currently have sufficient working capital for approximately 60 days of
operations. Unless revenues from selling subscriptions for our personal alert
services are sufficient to meet our ongoing working capital needs, we may have
to limit operations or explore other alternatives. To effectively continue our
operations, conduct possible expansion and add new services and retire recently
incurred indebtedness, we will require additional sources of capital. For this
reason, we continue to engage in discussions concerning possible financing
transactions, including privately negotiated sales of our equity securities.
There can be no assurance, however, that additional capital may be available to
us on acceptable terms, if at all.

     Our operations are still in a developmental stage. We anticipate negative
cash flow from operations during the remainder of fiscal 2002 and during fiscal
2003, as we continue to build our operational and business development
infrastructure, which has not yet been completed. We do not anticipate
substantial additional capital expenditures over the next 3 to 6 months.

     As discussed above, a current stockholder provided us with short-term loan
financing of $415,000 in the aggregate over the last four months.  The loans
bear interest at 10% and require payment of the principal amount on the earlier
of demand or one-year maturity and interest payments monthly.  Swordfish Capital
Corp. has agreed to defer required interest payments on the loans until a later
date.  We cannot assure you that we will be able to make payments under the loan
agreements by the date requested, if at all.

                                       12
<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

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 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;

     .  seasonal weather conditions;

     .  our ability to perform under our loan agreements with Swordfish Capital
        Corp. as requested;

     .  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 vendors or customers or in the
        financial condition of those vendors or customers; and

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

                                       13
<PAGE>

                                    PART II

                               OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

         By written consent of stockholders dated November 28, 2001, a majority
of our stockholders (holding an aggregate of 24,495,000 shares and representing
52.0% of the issued and outstanding shares of our common stock) approved an
amendment to Article Four of our Articles of Incorporation to effect a three-
for-one forward stock split. The amendment was effective on November 28, 2001.

Item 6.  Exhibits and Reports on Form 8-K

        (a)     Exhibits.

        3.1(i)  Certificate of Amendment to the Articles of Incorporation,
                effective November 28, 2001.

        10.1    Loan Agreement, dated October 12, 2001, between GeoAlert, Inc.
                and Swordfish Capital Corp.

        10.2    Loan Agreement, dated November 26, 2001, between GeoAlert, Inc.
                and Swordfish Capital Corp.

        10.3    Loan Agreement, dated December 18, 2001, between GeoAlert, Inc.
                and Swordfish Capital Corp.

        10.4    Loan Agreement, dated January 28, 2002, between GeoAlert, Inc.
                and Swordfish Capital Corp.

        10.5    Option Agreement, dated November 30, 2001, between GeoAlert,
                Inc. and RDS Tasks of Ohio, Inc.

        10.6    Option Agreement, dated November 30, 2001, between Christine N.
                Bachmann and RDS Tasks of Ohio, Inc.

        (b)     Reports on Form 8-K.

                None.

                                       14
<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.


Date: February 19, 2002                 /s/ Michael G. Bachmann
                                      ------------------------------------------
                                      Michael G. Bachmann, President



Date: February 19, 2002                 /s/ Christine N. Bachmann
                                      ------------------------------------------
                                      Christine N. Bachmann, Vice President of
                                        Operations, Secretary and Treasurer

                                      15
<PAGE>

                                 EXHIBIT INDEX

    Exhibit
      No.                          Description
      ---                          -----------

    3.1(i)       Certificate of Amendment to the Articles of Incorporation,
                 effective November 28, 2001....................................

   10.1          Loan Agreement, dated October 12, 2001, between
                 GeoAlert, Inc. and Swordfish Capital Corp......................

   10.2          Loan Agreement, dated November 26, 2001, between
                 GeoAlert, Inc. and Swordfish Capital Corp......................

   10.3          Loan Agreement, dated December 18, 2001, between
                 GeoAlert, Inc. and Swordfish Capital Corp......................

   10.4          Loan Agreement, dated January 28, 2002, between
                 GeoAlert, Inc. and Swordfish Capital Corp......................

   10.5          Option Agreement, dated November 30, 2001, between
                 GeoAlert, Inc. and RDS Tasks of Ohio, Inc......................

   10.6          Option Agreement, dated November 30, 2001, between
                 Christine N. Bachmann and RDS Tasks of Ohio, Inc...............

                                      E-1