UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~March~~April 110, 2013 ~~(February 28, 2013)~~

GeoPetro Resources Company

(Exact name of registrant as specified in its charter)

California

001-16749

94-3214487

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 California Street, Suite 600

San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Items 13.01 ~~Entry~~and ~~into~~8.01 Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing; Other Events.

OnAs ~~April~~previously 4disclosed in a Current Report on Form 8-K filed July 5, ~~2013~~2012, GeoPetro Resources Company, ~~a California corporation~~ (the “Company”), ~~entered~~received ~~into~~notice anfrom ~~amendment~~the NYSE MKT LLC (the “~~Amendment~~Exchange”) toon June 28, 2012, indicating that the ~~Agreement~~Company ~~and~~did ~~Plan~~not satisfy the continued listing standards of ~~Merger~~the Exchange set forth in Section 1003(a)(iv) of the NYSE MKT LLC Company Guide (the “~~Merger~~Company ~~Agreement~~Guide”), ~~with~~which ~~MCW~~applies ~~Energy~~if ~~Group~~a ~~Limited~~listed company has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, anor ~~Ontario~~its ~~corporation~~financial ~~(“Parent”)~~condition has become so impaired that it appears questionable, ~~and~~in ~~MCW~~the CAopinion ~~SUB~~of the Exchange, aas ~~California~~to ~~corporation~~whether the Company will be able to continue operations and/or meet its obligations as they mature. In order to maintain its listing, the Company was required to submit a ~~wholly-owned~~plan ~~subsidiary~~addressing how it intended to regain compliance with Section 1003(a)(iv) of ~~Parent~~the Company Guide by July 30, 2012. The Company provided the Exchange with a plan on July 30, 2012 (~~“Merger~~the ~~Sub~~“Plan”). ~~dated~~On ~~February~~August 2827, ~~2013.~~2012, ~~Pursuant~~the toExchange notified the ~~Merger~~Company ~~Agreement~~that ~~and~~it ~~subject~~accepted to the ~~terms~~Plan and ~~conditions~~granted ~~set~~the ~~forth~~Company ~~therein~~until September 28, ~~Merger~~2012 ~~Sub~~to ~~will~~regain ~~merge~~compliance with ~~and~~the ~~into~~continued ~~the~~listing ~~Company~~standards (the “~~Merger~~Plan Period”). ~~and~~Furthermore, on October 9, 2012, the Exchange notified the Company ~~will~~that ~~survive~~it had determined that, in accordance with Section 1009 of the ~~Merger~~Company ~~and~~Guide, ~~continue~~the asCompany made a ~~subsidiary~~reasonable demonstration of ~~Parent~~its ability to regain compliance with Section 1003(a)(iv) of the Company Guide by December 31, 2012, through which date the Exchange extended the Plan Period.

~~The~~On ~~provisions~~April 10, 2013, the Company received notice from the Exchange indicating that after a review of the ~~Amendment~~Plan, ~~which~~and the request by the Company to extend the Plan Period until July 31, 2013, the Exchange determined that the Company has not made sufficient progress consistent with the Plan in order to regain compliance with Section 1003(a)(iv) of the Company Guide by July 31, 2013 and that its securities are, ~~material~~therefore, subject to being delisted from the Exchange. In the April 10, 2013 notice, the Exchange also informed the Company ~~consist~~that, in accordance with Sections 1203 and 1009(d) of: the Company Guide, the Company has a right to appeal the Exchange’s determination by requesting an oral hearing or a hearing based on a written submission before the Exchange’s Listing Qualifications Panel (the “Panel”).

~~(a)~~The ~~extending~~Company ~~until~~intends ~~May~~to ~~31,~~appeal ~~2013,~~the Exchange’s determination by requesting an oral hearing before the ~~condition~~Panel, towhich request will stay the ~~obligation~~delisting ofdetermination ~~Parent~~until ~~and~~at ~~Merger~~least ~~Sub~~such totime ~~consummate~~as the ~~Merger~~Panel ~~that~~renders a determination following the hearing. The Company ~~shall~~anticipates ~~have~~that ~~secured~~the ~~$1,900,000~~hearing will take place in ~~financing~~approximately six (~~the~~6) ~~“Financing”~~to eight (8) weeks time. The Company is undertaking steps to address the deficiencies raised by the Exchange. However, ~~through~~there can be no assurance that the ~~sale~~Company will be successful in its appeal and ~~issuance~~that ofthe Company’s ~~“units”~~request ~~(each~~for ~~unit~~continued ~~consisting~~listing will be granted. Receipt of ~~one~~the ~~share~~aforementioned notice from the Exchange, and the delisting or potential delisting of the Company’s ~~common~~securities ~~stock~~by ~~and~~the aExchange, ~~warrant~~will tonot ~~purchase~~affect ~~one-half~~the ~~share~~proposed merger of the Company’s ~~common~~with ~~stock~~a wholly owned subsidiary of MCW Energy Group Limited (previously announced), atthough ano ~~price~~assurance ~~per~~can ~~unit~~be ofgiven ~~not~~that ~~less~~the ~~than~~conditions $0to the merger will be either satisfied or waived.~~10;~~

~~(b) adding~~Further, as anpreviously ~~additional~~disclosed ~~condition~~in toa ~~the~~Current ~~obligation~~Report ofon Form 8-K filed November 28, 2012, the Company toreceived ~~consummate~~notice from the ~~Merger~~Exchange on November 21, 2012, indicating that the Company’s ~~articles~~did ofnot ~~incorporation~~satisfy bethe ~~amended~~continued ~~(which~~listing ~~will~~standards ~~require~~of ~~shareholder~~the ~~approval)~~Exchange toset ~~increase~~forth ~~the~~in ~~authorized~~Section ~~number~~1003(f)(v) of ~~shares~~the ofCompany Guide because the Company’s common stock ~~(“Company~~had ~~Common~~traded ~~Stock”)~~at ~~from~~a ~~100,000,000~~low toprice ~~200,000,000,~~per soshare ~~that~~for ~~will~~a besubstantial ~~sufficient~~period ~~authorized~~of ~~but~~time. ~~unissued~~In ~~shares~~that ofnotice, ~~Company~~the ~~Common~~Exchange ~~Stock~~predicated ~~available~~the ~~for~~Company’s continued listing on the ~~Financing~~Exchange ~~and~~on ~~otherwise~~the ~~for~~Company ~~issuance~~effecting ~~should~~a ~~all~~reverse ~~outstanding~~stock ~~options,~~split ~~warrants~~of ~~and~~its ~~convertible~~common ~~instruments~~stock beby ~~exercised~~May or21, ~~converted;~~2013.

(c) correcting certain omissions in the Merger Agreement to include, as actions that can be taken prior to the consummation of the Merger that will not cause an adjustment to the ratio by which shares of Company Common Stock and shares of Company Series B preferred stock (“Company Preferred Stock”) would be converted into shares of Parent stock in the Merger: (i) issuance by the Company of up to 20,000,000 units as a means of satisfying certain notes payable from the Company, and certain deferred compensation owed by the Company, in equity rather than cash; and (ii) the issuance of Parent common stock in connection with Parent issuing debt or equity securities to complete a financing of approximately $20,000,000, which will be used in the manner described in the Merger Agreement; and

(d) correcting an omission in the Merger Agreement such that, if there is an adjustment in the ratio by which shares of Company Common Stock are converted into Parent common stock, and by which outstanding options and warrants to purchase Company Common Stock (“Equity Awards”) are converted into options and warrants to purchase Parent common stock, then a proportional adjustment shall be made in: (i) the number of shares of Parent Class B preferred stock each holder of Company Common Stock shall receive in the Merger; (ii) the ratio by which Equity Awards are converted into options and warrants to acquire Parent common stock; and (iii) the number of shares of Parent Class B preferred stock that would be received if a warrant to purchase common stock, after being converted into a warrant to acquire Parent common stock as a result of the Merger, was exercised.

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Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain “forward-looking” statements as that term is defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are predictive in nature, that depend on or relate to future events or conditions, or that include words such as “believes,” “anticipates,” “expects,” “may,” “will,” “should,” “estimates,” “intends,” “plans” and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors: the failure to receive, on a timely basis or otherwise, the required approvals by the Company’s shareholders and government or regulatory agencies; the risk that a condition to closing of the proposed transaction may not be satisfied; the Company’s and Parent’s ability to consummate the Merger; the possibility that the anticipated benefits and synergies from the proposed transaction cannot be fully realized or may take longer to realize than expected; operating costs and business disruption may be greater than expected; the ability of the Company to retain and hire key personnel and maintain relationships with providers or other business partners pending the consummation of the transaction; and the impact of legislative, regulatory and competitive changes and other risk factors relating to the industries in which the Company operates, as detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”). There can be no assurance that the proposed transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Item 1.A in the Company’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. The Company cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, shareholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to the Company and Parent or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. The Company does not undertake any obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

Additional Information and Where to Find It

This ~~communication~~Current Report on Form 8-K is being made partly in respect of the proposed transaction involving the Company and ~~Parent~~MCW Energy Group Limited. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company plans to file with the SEC other documents regarding the proposed transaction. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed to the Company’s shareholders. You may obtain copies of all documents filed with the SEC concerning the proposed transaction, free of charge, at the SEC’s website at www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by the Company by going to the Company’s Investor Relations website page by clicking the “Investor Relations” link at www.geopetro.com or by sending a written request to the Company’s Secretary at 150 California Street, Suite 600, San Francisco, CA 94111, or by calling the President of the Company at (415) 398-8186.

The Company, its directors, and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company and their ownership of Company stock is set forth in the Company’s Annual Report on Form 10-2-K for the year ended December 31, 2012.

~~The~~Forward-looking Company, its directors, and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company and their ownership of Company stock is set forth in the proxy statement for the Company’s 2012 annual meeting of shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement the Company will file with the SEC when it becomes available.Statements

Certain statements set forth in this Current Report on Form 8-K relate to management’s future plans, objectives and expectations. Such statements are forward-looking within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Current Report on Form 8-K, including, without limitation, statements regarding the Company’s intention to appeal the Exchange’s determination by requesting an oral hearing before the Panel and whether the Company’s request for continued listing will be granted, are forward-looking statements. These statements express, or are based on, management’s current expectations and forecasts about future events.

Although any forward-looking statements contained in this Current Report on Form 8-K or otherwise expressed by the Company are to the knowledge and in the judgment of management, believed to be reasonable when made, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken. Forward-looking statements involve and may be affected by inaccurate assumptions, and known and unknown risks and uncertainties (some of which are beyond the Company’s control), that may cause the Company’s actual actions, performance and financial results in future period to differ materially from any expectation, projection, estimate or forcasted result. The key factors that may cause actual actions or results to vary from those the Company expects are described in (1) Part I, “Item 1A-Risk Factors”, “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Item 7A-Quantitative and Qualitative Disclosure About Market Risk” and elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and (2) the Company’s other reports and registration statements filed from time to time with the SEC.

Item 7.01 Regulation FD Disclosure

The Company issued a press release on April 16, 2013, announcing that it had received notice from the Exchange indicating that the Exchange intends to initiate delisting proceedings against the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits:

Exhibit Number		Description
2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 4, 2013, by and among MCW Energy Group Limited, MCW CA SUB, and GeoPetro Resources Company
99.1		Press release, dated April 16, 2013, issued by GeoPetro Resources Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEOPETRO RESOURCES COMPANY

/s/ Stuart J. Doshi

Stuart J. Doshi, President, Chief
Executive Officer and Chairman

Dated: April 1016, 2013

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EXHIBIT INDEX

Exhibit Number		Description
2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 4, 2013, by and among MCW Energy Group Limited, MCW CA SUB, and GeoPetro Resources Company

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