**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

 

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**(Amendment No. 1)**

 

**(MarkOne)**

 
| **x** | ** ** | **QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|------------|---------------------------------------------------------------------------------------------------------|

 

**For the quarterly period ended March 31,2009**

 

**OR**

 
| **o** | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
|-------|------------|----------------------------------------------------------------------------------------------------------|

 

**For the transition period from                to                **

 

**Commission file number 001-16749**

 

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**GeoPetro Resources Company**

(Exact name of registrant as specified in its charter)

 

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| **California**                                            | ** ** | **94-3214487**                       |
|-----------------------------------------------------------|------------|--------------------------------------|
| (State of incorporation)                                  |       | (IRS Employer Identification Number) |
|                                                      |       |                                 |
| **One Maritime Plaza, Suite 700  San Francisco, CA** | ** ** | **94111**                            |
| (Address of principal executive offices)                  |       | (Zip Code)                           |

 

**(415) 398-8186**

(Registrant’s telephone number, including area code)

 

Indicateby check mark whether the registrant: (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.  Yes x No o.

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post suchfiles).  Yes o  No o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 
| Large accelerated filer o                |   | Accelerated filer x         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-accelerated filer o                  |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                             |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o  No x.

 

There were 34,284,646shares of no par value common stock outstanding on May 11, 2009.

 

 

 

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**EXPLANATORY NOTE**

 

In connection with ourquarterly report on Form 10-Q for the three months ended March 31, 2009,GeoPetro Resources Company (the “Company”) is filing this Amendment No. 1 toinclude the following information:

 

1.     With respect to Exhibits 31.1 and 31.2, werevised paragraph 4 of the certifications to include the following text: “andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)”.  

 

With the exception of theforegoing changes, no other information in the report on Form 10-Q for thethree months ended March 31, 2009 has been supplemented, updated or amended.

 

**Item6.  Exhibits**

 

**EXHIBITINDEX**

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1 (2)             |       | Amended and Restated  Articles of Incorporation of GeoPetro Resources Company                                                                                                                                                                                                                                                                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.2 (8)             |       | Second Amended and  Restated Bylaws of the GeoPetro Resources Company                                                                                                                                                                                                                                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.1 (2)             |       | Form of Warrant  issued by GeoPetro Resources Company to various investors on various dates.                                                                                                                                                                                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.2 (3)             |       | Specimen Common Stock  Certificate                                                                                                                                                                                                                                                                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.3                 |       | Form of common  stock purchase warrant issued to various investors dated August 13, 2007  (filed as exhibit 4.1 to the Company’s Report on Form 8-K as filed with  the Securities and Exchange Commission on August 16, 2007, and  incorporated herein by reference)                                                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.4                 |       | Registration Rights  Agreement between GeoPetro Resources Company and various investors dated  August 13, 2007 (filed as Exhibit B to the Form of Unit  Subscription Agreement dated August 13, 2007 filed as Exhibit 10.20  to the Company’s Report on Form 8-K as filed with the Securities and  Exchange Commission on August 16, 2007 and incorporated herein by  reference) |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.5 (6)             |       | Placement Agent Warrant  dated August 13, 2007                                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 5.1 (6)             |       | Opinion of Greene  Radovsky Maloney Share & Hennigh LLP                                                                                                                                                                                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1 (2)            |       | Joint Venture Agreement  Bengara II, Dated January 1, 2000                                                                                                                                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2 (2)            |       | Production Sharing  Contract Bengara II, Dated December 4, 1997                                                                                                                                                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.4 (2)            |       | Exploration Permit#408,  Dated July 2, 1997                                                                                                                                                                                                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.5 (2)            |       | Madisonville Field  Development Agreement Dated August 1, 2005                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.6 (2)            |       | Alaska Cook Inlet  Option dated April 20, 2005                                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.7 (2)†      |       | The 2001 Stock  Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.8 (2)†      |       | The 2004 Stock Option  and Appreciation Rights Plan                                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9 (2)†      |       | Stuart Doshi Employment  Agreement, Dated July 28, 1997 (effective July 1, 1997) and  amendments dated January 11, 2001, July 1, 2003, April 20,  2004, May 9, 2005, July 28, 2005 and January 30, 2006                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10 (2)†     |       | David Creel Employment  Agreement, Dated April 28, 1998 and amendments dated September 15,  2000, May 12, 2003 and January 1, 2005                                                                                                                                                                                                                                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11 (2)†     |       | J. Chris Steinhauser  Employment Agreement, Dated September 19, 2000 and amendments dated  December 12, 2002 and January 1, 2005                                                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12 (2)           |       | Office Lease Agreement,  Dated effective March 1, 2004                                                                                                                                                                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13 (4)           |       | Form of  Subscription Agreement for GeoPetro Resources Company stock executed by  various investors on various dates.                                                                                                                                                                                                                                                                                               |

 

2

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| 10.19 (5)       |   | Shares Sale &  Purchase Agreement Dated September 29, 2006                                                                |
|-----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                    |
| 10.20 (6)       |   | Form of Unit  Subscription Agreement Dated August 13, 2007                                                                    |
|            |   |                                                                                                                                    |
| 10.22 (6)       |   | Promissory Note to  Stuart Doshi dated February 12, 2007                                                                           |
|            |   |                                                                                                                                    |
| 10.23 (7)† |   | Third Amendment to J.  Chris Steinhauser Employment Agreement dated December 18, 2007                                              |
|            |   |                                                                                                                                    |
| 10.24 (9)† |   | Employment Agreement  with J. Chris Steinhauser dated April 27, 2009                                                               |
|            |   |                                                                                                                                    |
| 10.25 (9)† |   | Sixth Amendment to  David Creel Employment Agreement dated April 28, 2009                                                          |
|            |   |                                                                                                                                    |
| 31.1 (1)        |   | Rule 13a-14(a)/15d-14(a) Certification  of Chief Executive Officer.                                                           |
|            |   |                                                                                                                                    |
| 31.2 (1)        |   | Rule 13a-14(a)/15d-14(a) Certification  of Chief Financial Officer.                                                           |
|            |   |                                                                                                                                    |
| 32.1 (1)        |   | Certification of Chief  Executive Officer and Chief Financial Officer of GeoPetro Resources Company  pursuant to 18 U.S.C. § 1350. |

 

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| (1)    |   | Filed herewith.                                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                       |
| (2)    |   | Filed as the  identically numbered exhibit to the Registration Statement on Form S-1,  (No. 333-135485), as filed with the Securities and Exchange Commission  on September 30, 2006, and incorporated herein by reference. |
|   |   |                                                                                                                                                                                                                                       |
| (3)    |   | Filed as the  identically numbered exhibit to the Registration Statement on Form S-1,  (No. 333-135485), as filed with the Securities and Exchange Commission  on January 31, 2007, and incorporated herein by reference.   |
|   |   |                                                                                                                                                                                                                                       |
| (4)    |   | Filed as  Exhibit 10.14 to the Registration Statement on Form S-1  (No. 333-135485) as filed with the Securities and Exchange Commission on  September 30, 2006, and incorporated herein by reference.                 |
|   |   |                                                                                                                                                                                                                                       |
| (5)    |   | Filed as the  identically numbered exhibit to the Registration Statement on Form S-1  (No. 333-135485), as filed with the Securities and Exchange Commission  on January 9, 2007, and incorporated herein by reference.     |
|   |   |                                                                                                                                                                                                                                       |
| (6)    |   | Filed as the  identically numbered exhibit to the Registration Statement on Form S-1  (No. 333-146557), as filed with the Securities and Exchange Commission  on October 9, 2007, and incorporated herein by reference.     |
|   |   |                                                                                                                                                                                                                                       |
| (7)    |   | Filed as  Exhibit 10.1 to the Company’s Report on Form 8-K, as filed with the  Securities and Exchange Commission on December 21, 2007 and incorporated  herein by reference.                                          |
|   |   |                                                                                                                                                                                                                                       |
| (8)    |   | Filed as the  identically numbered exhibit to the Registration Statement on Form S-1  (No. 333-135485), as filed with the Securities and Exchange Commission  on April 25, 2008, and incorporated herein by reference.      |
|   |   |                                                                                                                                                                                                                                       |
| (9)    |   | Filed as the  identically numbered exhibit to the Form 10-Q, as filed with the  Securities and Exchange Commission on May 11, 2009, and incorporated  herein by reference.                                                       |
|   |   |                                                                                                                                                                                                                                       |
| † |   | Indicates a management  or compensatory plan or arrangement                                                                                                                                                                                |

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized, on February 8, 2010.

 
|   | **GEOPETRO  RESOURCES COMPANY** |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             | /s/ Stuart J. Doshi |
|   |                            | Stuart J. Doshi |
|   |                            | Chairman of the Board  of Directors, President and  Chief Executive Officer |
|   |                            |   |
|   | By:                             | /s/ J. Chris  Steinhauser |
|   |                            | J. Chris Steinhauser |
|   |                            | Vice President of  Finance and |
|   |                            | Chief Financial Officer,  Principal |
|   |                            | Accounting Officer and  Director |

 

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