<PAGE>

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

                                 FORM 10-QSB/A

(Mark One)

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

For the quarterly period ended   September 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)


--------------------------------------------------------------------------------
        (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 November 13, 2001
-----------------------------
<PAGE>

     This amendment to our Form 10-QSB for the quarterly period ended September
30, 2001 is being filed to file two exhibits that we had indicated in the Form
10-QSB would be filed by amendment.


                               TABLE OF CONTENTS

<TABLE>
PART I.  FINANCIAL INFORMATION
<S>                                                                          <C>
Consolidated Balance Sheets
     September 30, 2001 and March 31, 2001.................................    1

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

Consolidated Statements of Stockholders' Equity
     Periods Ended September 30, 2001......................................    3

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

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

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

PART II. OTHER INFORMATION

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

                     September 30, 2001 and March 31, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   September 30, 2001      March 31, 2001
                                                                  --------------------    ----------------
     ASSETS                                                            (Unaudited)            (Audited)
<S>                                                               <C>                     <C>
CURRENT ASSETS
 Cash and cash equivalents                                            $    6,609             $      253
 Accounts receivable                                                       6,800                      -
 Prepaid expenses                                                          5,010                    500
                                                                      ----------             ----------
     Total current assets                                                 18,419                    753

PROPERTY, PLANT AND EQUIPMENT, NET                                       412,853                 27,008
                                                                      ----------             ----------
                                                                      $  431,272             $   27,761
                                                                      ==========             ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Accounts payable                                                     $  183,217             $   99,683
 Deferred revenue                                                         18,694                 15,062
                                                                      ----------             ----------
     Total current liabilities                                           201,911                114,745

COMMITMENTS AND CONTINGENCIES                                                  -                      -

STOCKHOLDERS' 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
   September 30, 2001 and March 31, 2001, respectively                    15,700                  8,165
Additional paid-in capital                                               590,800                 (7,665)
Deficit accumulated during development stage                            (377,139)               (87,484)
                                                                      ----------             ----------
     Total stockholders' equity (deficit)                                229,361                (86,984)
                                                                      ----------             ----------

                                                                      $  431,272             $   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 September 30, 2001
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                           Cumulative
                                          Amounts From
                                        Incorporation on             Three Month              Six Month
                                        November 22, 1999           Period Ended             Period Ended
                                      to September 30, 2001      September 30, 2001       September 30, 2001
                                    -----------------------     -------------------       ------------------
<S>                                 <C>                        <C>                      <C>
NET SALES                                  $    28,016              $     8,503             $    15,418
COSTS AND EXPENSES
 Professional fees                             121,476                   51,110                 116,316
 Salaries                                      129,346                   66,203                 107,977
 Depreciation                                   39,600                    6,898                  13,577
 Administrative expenses                       115,527                   49,370                  67,997
                                    ------------------          ---------------           -------------
                                               405,949                  173,581                 305,867

LOSS FROM OPERATIONS                          (377,933)                (165,078)               (290,449)
OTHER INCOME, NET                                  794                      232                     794
                                    ------------------          ---------------           -------------
NET LOSS                                   $  (377,139)             $  (164,846)            $  (289,655)
                                    ==================          ===============           =============
NET LOSS PER SHARE:
 BASIC AND DILUTED                                                  $     (0.01)            $     (0.02)
                                                                ---------------           -------------
WEIGHTED AVERAGE SHARES
 OUTSTANDING                                                         15,700,000              13,343,279
                                                                ---------------           -------------
</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 September 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        5,135,000        5,135         494,865                 -      500,000
    acquisition
  Net loss                                     -            -               -          (289,655)    (289,655)
                                     -----------      -------    ------------     -------------    ---------

Balance, September 30, 2001           15,700,000      $15,700    $    590,800     $    (377,139)   $ 229,361
                                     ===========      =======    ============     =============    =========
</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 September 30, 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Cumulative
                                                                     Amounts From
                                                                   Incorporation on             Six Month
                                                                   November 22, 1999           Period Ended
                                                                 to September 30, 2001      September 30, 2001
                                                                ----------------------      ------------------
<S>                                                              <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                       $       (377,139)           $   (289,655)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
    Depreciation                                                          39,600                  13,577
    Changes in assets and liabilities:
      Accounts receivable                                                 (6,800)                 (6,800)
      Prepaid expenses                                                    (5,010)                 (4,510)
      Accounts payable                                                   183,217                  83,534
      Deferred revenue                                                    18,694                   3,632
        Total adjustments                                                229,701                  89,433
                                                                ----------------------      ------------------
        Net cash used by operating activities                           (147,438)               (200,222)
                                                                ----------------------      ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property, plant and equipment                              (452,453)               (399,422)
                                                                ----------------------      ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Issuance of shares                                                      606,500                 606,000
                                                                ----------------------      ------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                  6,609                   6,356

CASH AND CASH EQUIVALENTS AT BEGINNING OF
 PERIOD                                                                        -                     253
                                                                ----------------------      ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $          6,609            $      6,609
                                                                ======================      ==================
</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 six month period
              ended September 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 and six month
              periods 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 its subscriber base. In addition, due to its operating
             requirements, the Company needs to raise additional capital and/or
             obtain financing. 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 September 30, 2001,
             property, plant and equipment includes $392,184 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 ("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.

             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 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
             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.

         M.  New Accounting Standards - In June 2001, FASB issued SFAS No. 141,
             "Business Combinations." SFAS No. 141 requires the purchase method
             of accounting for business combinations initiated after June 30,
             2001 and eliminates the pooling-of-interest method and further
             clarifies the criteria to recognize intangible assets separately
             from goodwill.

                                       7
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 1.  Summary of Significant Accounting Policies (Continued)

         M.  New Accounting Standards (Continued) - In June 2001, FASB issued
             SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS
             No. 142, goodwill and intangible assets deemed to have indefinite
             lives will no longer be amortized but will be subject to periodic
             impairment tests. Other intangible assets will continue to be
             amortized over their useful lives. SFAS No. 142 is effective for
             fiscal years beginning after December 15, 2001.

             In June 2001, FASB issued SFAS No. 143, "Accounting for Asset
             Retirement Obligations," which is effective the first quarter of
             fiscal year 2003. SFAS 143 addresses financial accounting and
             reporting for obligations associated with the retirement of long-
             lived assets and the associated asset retirement cost.

             In August 2001, FASB issued SFAS No. 144, "Accounting for the
             Impairment or Disposal of Long-lived Assets," which is effective
             the first quarter of fiscal year 2002. SFAS No. 144 modifies and
             expands the financial accounting and reporting for the impairment
             or disposal of long-lived assets other than goodwill. The Company
             does not believe that the impact of these four SFAS will have a
             significant impact on its financial position and results of
             operations.

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.

                                       8
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

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.

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

                                              September 30, 2001  March 31, 2001
                                              ------------------  --------------

            Net operating loss carryforwards      $ 128,000          $ 29,000
            Valuation allowance                    (128,000)          (29,000)
                                              ------------------  --------------
                                                  $       -          $      -
                                              ------------------  --------------

                                       9
<PAGE>

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

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Note 5.  Income Taxes (Continued)

         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 $377,000. 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

         On May 9, 2001, the Company had entered into a software license
         agreement with an outside vendor. The vendor recently provided the
         Company with notice that it intends to terminate the agreement if the
         Company does not make payment of $149,530 by November 30, 2001.

         The same outside vendor also has an agreement in principle to obtain an
         option to purchase certain Company shares owned by the majority
         stockholder. 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.

                                       10
<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

General

     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 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 recently activated a new subscription early-alert service that will
be 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 will be marketed through a series of partnerships with
schools and the media and give families an early warning that their school is
closed or delayed. We expect to begin generating revenue for these new services
by mid-November 2001.

Results of Operations

     During the three and six month periods ended September 30, 2001, we
experienced operating losses and had only $8,503 in revenues for the three
month period ended September 30, 2001 and $15,418 in revenues for the six month
period ended September 30, 2001. Costs and expenses totaled $173,581 and
$305,867, respectively, for the three and six month periods ended September 30,
2001. 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 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 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. At September 30,
2001, we had cash and cash equivalents of only $6,609, reflecting the fact that
much of this additional working capital raised in the Moonlight acquisition had
been used over the past two quarterly periods to fund our operations and
purchase computer hardware and software to expand our business.

                                       11

<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

     On May 9, 2001, we had entered into a software license agreement with RDS
Tasks of Ohio, Inc.  RDS has recently provided us with notice that it intends to
terminate the agreement if we do not make payment of $149,530 by November 30,
2001, a  payment that we are contractually obligated to make. If this agreement
is terminated, it will have a material adverse effect on our results of
operations and financial condition. We cannot assure you that we will be able to
make the payment by the date requested, or that we will be able to make
alternative arrangements with RDS or any other third party to provide the
necessary software to allow us to carry on our business uninterrupted.

     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 anticipate capital and
related expenditures of approximately $500,000 over the next three to six
months. We believe that our cash and cash equivalents and cash flow from
operations, together with existing sources of equity, will not be sufficient to
meet our working capital needs and capital expenditure requirements for the next
two months. We anticipate that we will need to raise additional funds for
working capital by selling debt or equity securities or through other
arrangements. To that end, we have begun discussions with potential investors in
order to raise capital through private 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.

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;

     .  competition;

     .  the success of advertising and promotional efforts;

     .  trends within the industry in which we compete;

     .  the existence or absence of adverse publicity;

                                       12
<PAGE>

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

               MANAGEMENT'S DISCUSSION AND ANALYSIS (CONTINUED)

     .  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 6.  Exhibits and Reports on Form 8-K

       (a)   Exhibits.

       10.1  Software License Agreement, dated May 9, 2001, between RDS Tasks of
               Ohio, Inc. and GeoAlert, Inc.

       10.2  Form of agreement for media customers. *

       10.3  Letter Agreement, dated November 14, 2001, between George Cavender
               and GeoAlert, Inc.

___________
*  A copy of this document was filed as Exhibit 10.2 to GeoAlert's Form 10-QSB
for the quarterly period September 30, 2001 and is hereby incorporated by
reference.

       (b)   Reports on Form 8-K.

       We filed two current reports on Form 8-K during the quarter for which
this report is filed. A current report on Form 8-K, dated July 18, 2001, was
filed to report a change of our certifying accountant under Item 4 of Form 8-K.
A current report on Form 8-K/A, dated August 30, 2001, was filed to provide
financial statements and pro forma financial information for Moonlight R & D,
Inc. as required by Item 7 of Form 8-K and to report a change in our fiscal year
under Item 8 of Form 8-K.

                                       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: November 16, 2001                 /s/ Michael G. Bachmann
                                      ------------------------------------------
                                      Michael G. Bachmann, President


Date: November 16, 2001                 /s/ Christine N. Bachmann
                                      ------------------------------------------
                                      Christine N. Bachmann, Vice President of
                                       Operations

                                       15
<PAGE>

                                 EXHIBIT INDEX

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

 10.1    Software License Agreement, dated May 9, 2001, between RDS Tasks of
           Ohio, Inc. and GeoAlert, Inc.........................................

 10.2    Form of agreement for media customers*.................................

 10.3    Letter Agreement, dated November 14, 2001, between George Cavender and
           GeoAlert, Inc........................................................

_______________
*  A copy of this document was filed as Exhibit 10.2 to GeoAlert's Form 10-QSB
   for the quarterly period September 30, 2001 and is hereby incorporated by
   reference.

                                      E-1