<PAGE>   1


                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

         [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended March 31, 2001

                                       OR

         [ ]   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 0-20760

                            GREKA Energy Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                             84-1091986
---------------------------------                          -------------------
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation of organization)                          Identification No.)

                630 Fifth Avenue, Suite 1501, New York, NY 10111
                ------------------------------------------------
                     (Address of principal executive office)

                                 (212) 218-4680
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not applicable
                   ------------------------------------------
                     (Former name, former address and former
                   fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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.  X  Yes      No
                                          ---      ---


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  X Yes     No
                      ---     ---

                  APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

As of July 20, 2001, GREKA had 4,559,917 shares of Common Stock, no par value
per share, outstanding.


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                       <C>
PART I - FINANCIAL INFORMATION .............................................3

Item 1.  Financial Statements...............................................3

   Condensed Consolidated Balance Sheets as of March 31, 2001
     (Unaudited) and December 31, 2000 .....................................3
   Condensed Consolidated Statements of Operations for the
      Three Month Periods Ended March 31, 2001 and 2000 (Unaudited).........4
   Condensed Consolidated Statements of Cash Flows for the
      Three Month Periods Ended March 31, 2001 and 2000 (Unaudited).........5
   Notes to Condensed Consolidated Financial Statements (Unaudited).........6

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operation...................................... 8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk........13

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................13

Item 2.  Changes in Securities and Use of Proceeds.........................14

Item 3.  Defaults Upon Senior Securities...................................14

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

Item 5.  Other Information.................................................14

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

SIGNATURE..................................................................14
</TABLE>


                                       2
<PAGE>   3


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                    GREKA ENERGY CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              FOR THE PERIODS ENDED

                                     ASSETS

<TABLE>
<CAPTION>
                                                                     March 31,            December 31,
                                                                       2001                  2000
                                                                   -------------         -------------
                                                                    (Unaudited)
<S>                                                                <C>                   <C>
Current Assets

Cash and Cash Equivalents                                          $   2,489,921         $   4,837,699
Accounts receivable trade, net
     of allowance for doubtful accounts of
     $983,472 (2000) and $938,472 (2001)                               6,150,389             5,951,051
Inventories                                                            5,926,107             3,814,992
Other Current assets                                                   1,463,048             5,160,062
                                                                   -------------         -------------
                  Total Current Assets                                16,029,465            19,763,804
Property and Equipment
     Investment in limestone property, at cost                         3,942,552             3,675,973
     Oil and gas properties (full cost method)                        42,500,372            38,838,169
     Land                                                             17,247,744            17,247,744
     Plant and equipment                                              28,336,017            27,398,506
                                                                   -------------         -------------
                                                                      92,026,685            87,160,392
     Less accumulated depletion, depreciation and
     amortization                                                    (10,702,766)           (9,978,770)
                                                                   -------------         -------------
         Property and Equipment, net                                  81,323,919            77,181,622

Other Assets                                                           4,113,484             1,867,859
                                                                   -------------         -------------
                  Total Assets                                     $ 101,466,868         $  98,813,285
                                                                   =============         =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses                              $   9,469,095         $  13,742,245
Current maturities of long term notes and notes payable                7,205,433             8,580,110
Short term borrowing                                                      42,000               105,000
                                                                   -------------         -------------
                  Total Current Liabilities                           16,716,528            22,427,355

Long Term debt, net of current Portion                                35,538,446            28,206,771

Other Liabilities                                                      7,935,140             7,967,941
Stockholder's Equity
         Common Stock, no par value, 50,000,000
                  Shares authorized and issued 4,549,058
                  March 2001) and 4,523,273 (December 2000)           42,591,940            42,544,542
         Accumulated deficit                                          (1,315,186)           (2,333,324)
                                                                   -------------         -------------
         Total Stockholders' Equity                                   41,276,754            40,211,218
                                                                   -------------         -------------
                                                                   $ 101,466,868         $  98,813,285
                                                                   =============         =============
</TABLE>

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

                                        3
<PAGE>   4


                    GREKA ENERGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTH PERIODS ENDED MARCH 31
                                    UNAUDITED


<TABLE>
<CAPTION>
                                                                      2001                2000
                                                                   -----------         -----------
<S>                                                                <C>                 <C>
Revenues                                                           $ 6,989,830         $ 9,680,426
                  Total Revenues                                     6,989,830           9,680,426
Expenses
         Production costs                                            2,908,711           5,374,899
         General and Administrative                                  2,131,900           1,429,301
         Depletion, depreciation and amortization                      709,187           1,173,170
         Other Expense                                                      --             707,115
                                                                   -----------         -----------
                  Total Expenses                                     5,749,798           8,684,485

Operating Income (loss)                                              1,240,032             995,941

Other Income (Expense)
         Miscellaneous Income                                          680,323                  --
         Interest expense                                             (884,949)         (1,197,585)
                                                                   -----------         -----------
Income (Loss) before Income Tax and cumulative effect of             1,035,406            (201,644)
change in accounting method

Provision for Income Tax                                               (17,268)            (67,044)
                                                                   -----------         -----------
Income before cumulative effect of change in accounting
         method                                                      1,018,138            (268,688)
Cumulative effect of change in accounting                                   --            (853,109)
                                                                   -----------         -----------
Net Income (Loss)                                                    1,018,138          (1,121,797)
                                                                   ===========         ===========
Net Income (Loss) per Common Share - Basic

         Before cumulative effect of a change in accounting
         method                                                    $      0.22               (0.07)
         Cumulative effect of a change in accounting method                 --                (.19)
         Net Income (Loss)                                         $      0.22               (0.26)
                                                                   ===========         ===========

         Basic Shares                                                4,539,605           4,339,940

Net Income (Loss) per Common Share - Diluted

         Before cumulative effect of a change in accounting
         method                                                    $      0.21         $     (0.07)
         Cumulative effect of a change in accounting method                 --                (.19)
         Net Income (Loss)                                         $      0.21               (0.26)
                                                                   ===========         ===========

         Diluted Shares                                              4,925,459           4,339,940
</TABLE>


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


                                        4

<PAGE>   5


                    GREKA ENERGY CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTH PERIODS ENDED MARCH 31,
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                            2001                 2000
                                                        ------------         ------------
<S>                                                     <C>                  <C>
Cash flows from Operating Activities

        Net Income (Loss)                               $  1,018,138         $ (1,121,797)
        Adjustments to reconcile net loss
          Net cash used in operating activities:

        Depletion, depreciation and
          Amortization                                       709,187            1,173,170
          Change in Accounting Policy                             --              853,109

        Changes in:
        Accounts receivable                                 (199,400)             908,202
        Inventories                                       (2,111,185)          (3,193,074)
        Other current assets                               2,616,536              (24,000)
        Other assets                                      (2,248,627)             193,442
        Accounts payable and accrued
           liabilities                                    (2,164,116)           1,707,198
                                                        ------------         ------------

                  Net Cash Provided (Used)
                   in Operating Activities                (2,379,467)             496,250

Cash Flows from Investing Activities

        Expenditures for property and equipment           (5,354,709)            (245,932)
                                                        ------------         ------------
        Net Cash Provided by (Used In)
           Investing Activities                           (5,354,709)            (245,932)
                                                        ------------         ------------
Cash Flows from Financing Activities

        Proceeds from notes payable and
           long-term debt                                 12,957,530
        Principal payments on notes
           payable and long-term debt                     (7,798,007)            (253,864)
        Proceeds from exercise of stock options              112,875                   --
        Proceeds from conversion of debentures               114,000
                                                        ------------         ------------
Net Cash Provided (Used) by Financing
        Activities                                         5,386,398             (253,864)
                                                        ------------         ------------
Net Increase (Decrease) in Cash and
        Cash Equivalents                                  (2,347,778)              (3,566)
Cash and Cash Equivalents at Beginning
        of Period                                          4,837,699               97,319
                                                        ------------         ------------
Cash and Cash Equivalents at End of Period              $  2,489,921         $     93,753
                                                        ============         ============
</TABLE>


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


                                        5
<PAGE>   6


                    GREKA ENERGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited condensed consolidated financial statements
have been prepared on a basis consistent with the accounting principles and
policies reflected in the financial statements for the year ended December 31,
2000, and should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's 2000 Form 10-K/A. In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (which, except as otherwise
disclosed herein, consist of normal recurring accruals only) necessary to
present fairly the Company's consolidated financial position as of March 31,
2001, and the consolidated results of operations for the three month periods
ended March 31, 2001 and 2000, and the consolidated cash flows for the three
month periods ended March 31, 2001 and 2000.

Oil and Gas Property

         The Company periodically reviews the carrying value of its oil and gas
properties in accordance with requirements of the full cost method of
accounting. Under these rules, capitalized costs of oil and gas properties may
not exceed the present value of estimated future net revenues from proved
reserves, discounted at 10%, plus the lower of cost or fair market value of
unproved properties ("ceiling"). Application of this ceiling test generally
requires pricing future revenue at the prices in effect as of the end of each
reporting period and requires a writedown for accounting purposes if the ceiling
is exceeded.

Business Segments

         The Company's operations are in three industry segments: Integrated
Operations (California asphalt plant and E&P), E&P Americas, and E&P
International. Information about the Company's operation by segment as of and
for the three month period ended March 31, 2001, is as follows:


<TABLE>
<CAPTION>
Three Months
Ended March 31, 2001              Integrated        E&P         Corporate
(in thousands)                    Operations      Americas      and other         Total
------------------------------    ----------      --------      ---------       ---------
<S>                               <C>             <C>           <C>             <C>
Oil and Gas Revenue                $  2,474       $  3,378      $  (2,474)      $   3,378
Asphalt Plant Revenue                 3,611                                         3,611
Total Revenue                         6,085          3,378         (2,474)          6,989
Oil Production Costs                    558            942           (558)            942
Asphalt Plant Costs                   3,882                        (1,916)          1,966
Gross Profit                          1,645          2,436                          4,081
Other Expenses                          525            432          1,174           2,131
DD&A Expenses                           368            342                            710
Miscellaneous Income                                   680                            680

Interest and other
     expenses                           575            255             55             885

Net income (loss) before Taxes          177          2,087         (1,229)          1,035
Provision for Taxes                                                    17             (17)
Net income (loss)                  $    177       $  2,087       $ (1,246)      $   1,018
                                   ========       ========       ========       =========

Capital Expenditures                  2,127          2,961            267           5,355

Identifiable Assets                  67,972         23,287         10,208         101,467
</TABLE>




                                       6
<PAGE>   7


<TABLE>
<CAPTION>
Three Months                            Integrated        E&P           E&P        Corp &
Ended March 31, 2000                    Operations      Americas       Int'l       Other           Total
--------------------------------        ----------      --------      ------      -------         -------
<S>                                     <C>             <C>           <C>         <C>             <C>
Total Oil and Gas Revenue                 $1,951         $2,827         $253      $(1,895)         $3,136
Asphalt Plant Revenue                      6,544                                                    6,544
                                         -------        -------       ------      -------         -------
Total Revenue                              8,495          2,827          253       (1,895)          9,680
                                         -------        -------       ------      -------         -------

Production Costs                             704            740           56                        1,500
Asphalt Plant Costs                        5,769                                   (1,895)          3,874
Gross Profit                               2,022          2,087          197             0          4,306
Other Expenses                               746            398           47           239          1,430
Other Expense                                707                                                      707
DD&A Expenses                                706            414           53                        1,173
Interest and other
   (expenses) income                         677             84           14           422          1,197
Loss in Accounting due to change             853                                                      853
Provision for Taxes                                                                     67             67
                                         -------        -------       ------      -------         -------
Net Income (Loss)                        $(1,667)        $1,191          $83        $(728)        $(1,121)
                                         =======        =======       ======      =======         =======

Capital Expenditures                        $834           $192         $303           $0          $1,329
Identifiable Assets                      $59,713        $18,832       $8,270          $92         $86,908
                                         =======        =======       ======      =======         =======
</TABLE>

NOTE 2 - NET INCOME PER SHARE

         Basic earnings per share ("EPS") is calculated by dividing net income
by the weighted average number of shares of common stock outstanding during the
period. No dilution for any potentially dilutive securities is included. Diluted
EPS assumes the conversion of all potentially dilutive securities and is
calculated by dividing net income, as adjusted, by the weighted average number
of shares of common stock outstanding, plus all potentially dilutive securities.

<TABLE>
<CAPTION>
                                      Three Months Ended
                                           March 31,
                                   --------------------------
                                      2001           2000
                                   ----------     -----------
<S>                                <C>            <C>
Basic Earnings
  Net Income to Common Shares      $1,018,138     $(1,121,797)
                                   ----------     -----------
Net Income for Diluted Shares      $1,018,138     $(1,121,797)
                                   ==========     ===========

Weighted Average Outstanding        4,539,605       4,339,940

Additional Dilutive Securities
Options and warrants                  385,854               0
Total Weighted Average Shares
Outstanding and Diluted
   Securities                       4,925,459       4,339,940
                                   ==========     ===========

Basic EPS                          $     0.22     $     (0.26)
                                   ==========     ===========

Diluted EPS                        $     0.21     $     (0.26)
                                   ==========     ===========
</TABLE>


The Company's convertible debt was anti-dilutive for the periods ending March
31, 2001 and March 31, 2000. All options at March 31, 2000 were also
anti-dilutive due to the Company's net loss.

NOTE 3 - INVENTORY

         Inventory includes material, labor and manufacturing overhead costs.
Due to the continuous manufacturing process, there is no significant work in
process at any time. Inventory consists of the following at March 31, 2001:

<TABLE>
<S>                                  <C>
Raw Material ........................$1,153,256
Finished goods....................... 4,772,851
                                     ----------
   Total ............................$5,926,107
                                     ==========
</TABLE>


                                       7
<PAGE>   8


NOTE 4 - STATEMENT OF CASH FLOWS

         Following is certain supplemental information regarding cash flows for
the three month periods ended March 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                             2001                  2000
                                          -----------          ------------
          <S>                             <C>                  <C>
          Interest paid                   $   863,290          $  1,103,169
          Income taxes paid               $        --                    --
          Change in accounts
            payable, plant and
            equipment                       1,221,535                    --
</TABLE>


NOTE 5 - CONTINGENCIES

         In 1995, the Company's predecessor agreed to acquire an oil and gas
interest in California on which a number of out of production oil wells had been
drilled by the seller. The acquisition agreement required that the Company's
predecessor assume the obligation to abandon any wells that it did not return to
production, irrespective of whether certain consents of third parties necessary
to transfer the property to the Company were obtained. A third party whose
consent was required to transfer the property did not consent to the transfer.
The third party is holding the seller responsible for all remediation. The
Company believes it has no financial obligation to remediate this property
because it was never the owner of the property, never produced any oil or gas
from the property and was not associated with the site and the seller did not
give its predecessor any consideration to enter into the contract for the
property. Since May 2000, the Company commenced remediation on the subject
property as directed by the regulatory agency. Notwithstanding its compliance in
proceeding with any required remediation on seller's account, the Company is
committed to hold the seller accountable for the required obligations of the
property. Through March 31, 2001, the Company has remediated 22 of 72 wells and
related facilities on the property for a cost of $1,194,000. This amount is
recorded as a long-term receivable, as the Company believes it is probably that
such amount that will be recoverable from the seller. The Company has had
informal discussions with the seller, which to date have not produced positive
results. Therefore, the Company intends to pursue formal litigation for
recovery. Based on future developments with this litigation, it is reasonably
possible that the Company's estimate of recovery and ultimate liability could
change in the near term and such change could be material.

         GREKA's subsidiary owns an asphalt plant in Santa Maria, California,
with which environmental remediation obligations are associated. The party who
sold the asphalt plant to the Company's subsidiary performs all environmental
obligations that arose during and as a result of its operations of the plant
prior to the acquisition. There could be additional environmental issues which
may require material remediation efforts in the future.

         GREKA's subsidiaries, as is customary in the industry, are required to
plug and abandon wells and remediate facility sites on their properties after
production operations are completed. The cost of such operation may be
significant and will occur, from time to time, as properties are abandoned. The
Company is accruing on an annual basis a provision covering estimated costs
relating to the abandonment of those properties.

         There can be no assurance that material costs for remediation or other
environmental compliance will not be incurred in the future. The occurrence of
such environmental compliance costs could be materially adverse to the Company.
No assurance can be given that the costs of closure of any of the Company's
subsidiaries' other oil and gas properties would not have a material adverse
effect on the Company.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Overview

     GREKA's predecessor was formed in 1988 and commenced oil and gas operations
in 1992 as Petro Union, Inc. Current management acquired control of Petro Union
in August 1997 and re-directed the company's operations to the present strategy.


                                       8
<PAGE>   9


Following the acquisition of Saba Petroleum Company in March of 1999, the
company changed its name to GREKA Energy Corporation.

     We are an independent integrated energy company focused on exploiting oil
and gas production, exploration and development activities. In addition to
owning and operating an asphalt plant in California, we have oil and gas
production, exploration and development activities in North America and the Far
East, with primary areas of activity in California, Louisiana and China. We
operate over 90% of our reserves with working interests varying from 75% to 100%
in most of the fields. The asphalt plant and all the heavy oil fields in the
Santa Maria Valley, California are wholly owned and the integration of
operations of these assets reduces our exposure to commodity price swings due to
the relative stability of asphalt prices. In addition, we have production
sharing contracts in China and Indonesia.

     Our asphalt plant ran at approximately 9,000 Bbls per day of throughput as
recently as 1992. We expect that our plant can attain its rated capacity of
10,000 Bbls per day of throughput. For the year ended December 31, 2000, we
utilized approximately 33% of this rated capacity. As a result of the
under-utilization of our plant's capacity, as well as favorable economics
attributable to increased equity throughput at the plant, we are the logical
buyer of heavy oil reserves in the central California region.

     During 2000, we were able to substantially increase natural gas production
at our Louisiana Fields as a result of our well reworking program. During 2001,
we plan to spend approximately $14 million on E&P Americas' properties to
further develop our oil and gas position in Louisiana. We intend to continue to
exploit and develop other existing low-cost, low-risk proved reserves we own. In
addition, we will seek to acquire similar properties.

     In 2001, we plan to spend $3 million to drill five wells to prove reserves
in connection with our production sharing contract with the China United Coalbed
Methane Corporation Ltd. The Chinese Ministry of Foreign Trade and Economic
Cooperation approved this contract in which we have a 49% working interest and
that covers a total area of 380,534 acres. The 30-year contract provides that we
as operator will drill at least five coalbed methane wells over a three-year
term. Two production test wells have been drilled and both were successful. We
will continue to look for high potential international prospects in areas with
attractive terms that do not require significant capital commitments by us.

     During 1999 and 2000, our capital expenditures on oil and gas activities
totaled approximately $2,092,000 and $13,602,000, respectively. The
discretionary capital expenditures are budgeted to be $30,000,000 during 2001.
Such spending, however, is dependent upon market conditions, progress drilling
results, and financing of which there can be no assurance.

     We use the full cost method of accounting for oil and natural gas property
acquisition, exploration and development activities. Under this method, all
productive and non-productive costs incurred in connection with the acquisition
of, exploration for and development of oil and natural gas reserves are
capitalized. Capitalized costs included lease acquisitions, geological and
geophysical work, delayed rentals and the costs of drilling, completing and
equipping oil and gas wells. Gains or losses are recognized only upon sales or
dispositions of significant amounts of oil and gas reserves. Proceeds from all
other sales or dispositions are treated as reductions to capitalized costs.

Cautionary Information About Forward-Looking Statements

         This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, included in or
incorporated by reference into this Form 10-Q which address activities, events
or developments which the Company expects, believes or anticipates will or may
occur in the future are forward-looking statements. The words "believes,"
"intends," "expects," "anticipates," "projects," "estimates," "predicts" and
similar expressions are also



                                       9
<PAGE>   10


intended to identify forward-looking statements. These forward-looking
statements include, among others, statements concerning:

*    the benefits expected to result from GREKA's 1999 acquisition of Saba
     discussed below, including

*    synergies in the form of increased revenues,

*    decreased expenses and avoided expenses and expenditures that are expected
     to be realized as a result of the Saba acquisition, and

*    the complementary nature of GREKA's horizontal drilling technology and
     certain oil reserves acquired with the acquisition of Saba, and other
     statements of:

*    expectations,

*    anticipations,

*    beliefs,

*    estimations,

*    projections, and

other similar matters that are not historical facts, including such matters as:

*    future capital,

*    development and exploration expenditures (including the timing, amount and
     nature thereof),

*    drilling and reworking of wells, reserve estimates (including estimates of
     future net revenues associated with such reserves and the present value of
     such future net revenues),

*    future production of oil and gas,

*    repayment of debt,

*    business strategies,

*    oil, gas and asphalt prices and demand,

*    exploitation and exploration prospects,

*    expansion and other development trends of the oil and gas industry, and

*    expansion and growth of business operations.

         These statements are based on certain assumptions and analyses made by
the management of GREKA in light of its experience and its perception of
historical trends, current conditions and expected future developments as well
as other factors it believes are appropriate in the circumstances.

     GREKA cautions the reader that these forward-looking statements are subject
to risks and uncertainties, including those associated with:

*    the financial environment,

*    general economic, market and business conditions,

*    the regulatory environment,

*    business opportunities that may be presented to and pursued by GREKA,

*    changes in laws or regulations



                                       10
<PAGE>   11


*    exploitation and exploration successes,

*    availability to obtain additional financing on favorable conditions,

*    trend projections, and

*    other factors, many of which are beyond GREKA's control that could cause
     actual events or results to differ materially from those expressed or
     implied by the statements. Such risks and uncertainties include those risks
     and uncertainties identified in the Description of the Business and
     Management's Discussion and Analysis sections of this document and risk
     factors discussed from time to time in the Company's filings with the
     Securities and Exchange Commission.

         Significant factors that could prevent GREKA from achieving its stated
goals include:

*    the inability of GREKA to obtain financing for capital expenditures and
     acquisitions,

*    declines in the market prices for oil, gas and asphalt, and

*    adverse changes in the regulatory environment affecting GREKA.

         The cautionary statements contained or referred to in this document
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by GREKA or persons acting on its
or their behalf. GREKA undertakes no obligation to release publicly any
revisions to any forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

Long-Term Potential

         Management believes that the results of operations for the three month
period ended March 31, 2001 and cash flows of GREKA reported herein are not
reasonably indicative of the expected future quarterly results of operations and
cash flows of GREKA, since the results of operations of the Company's asphalt
plant are somewhat seasonal due to seasonal fluctuations in the asphalt market.
Asphalt sales have been generally higher in the third quarter and lower in the
first quarter. Due to these seasonal fluctuations, results of operations for
interim quarterly periods may not be indicative of results which may be realized
on an annual basis. The results of the Company as reported herein, and which are
demonstrative of the successful implementation of management's business plan,
continue to reflect the long-term potential of the Company.

Results of Operations

Comparison of Three Month Periods Ended March 31, 2001 and 2000

         Revenues decreased from $9,680,426 for the first quarter of 2000 to
$6,989,830 for the first quarter of 2001 primarily as a result of a decrease in
the net barrels of oil equivalent (BOE) of 18,000 (12.6%) sold, which was
partially offset by an increase in the price received per BOE of $6.18 (31.2%)
The asphalt refining facility experienced a decrease in revenue of $2,881,773
(44%) due to a shut-down for regularly scheduled maintenance for approximately
six weeks and a weak demand for asphalt in the Company's market due to inclement
weather.

         Production and product costs decreased from $5,374,899 for the first
quarter of 2000 to $2,908,711 for the first quarter of 2001 primarily as a
result of reduced crude oil purchases for the Company's asphalt plant due to the
scheduled shut down. Production cost per BOE dropped from $11.67 in the first
quarter of 2000 to $8.57 in 2001. Also during the first quarter of 2001, the
Company revised its estimate of remediation costs on certain oil and gas wells
pursuant to a joint interest audit performed by the other working interest
owners. This resulted in a reversal of $110,000 accrued liability net to the
Company with an offset to reduced production expenses for the period.



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<PAGE>   12


         General and administrative expenses increased from $1,429,301 for the
first quarter of 2000 to $2,131,900 for the first quarter of 2001 primarily as a
result of increased headcount and increased legal and audit expenses. The
headcount increases were attributable to expanded in-house operations that in
prior periods were contracted out. Legal expenses increased due to several
lawsuits in connection with the Saba acquisition.

         The Company's operating income increased from $995,941 in the first
quarter of 2000 to $1,240,032 in the first quarter of 2001 primarily as a result
of the reduced production costs and reduced DD and A.

         Miscellaneous income of $680,323 as of March 31, 2001 consists
primarily of recognition of additional income and accrued interest on a proposed
settlement of Manilla Village litigation. Currently litigating parties have
agreed in principle on the amounts and are in process of devising acceptable
settlement procedures.

         Depreciation, depletion and amortization decreased from $1,173,170 for
the first quarter of 2000 to $709,187 for the first quarter of 2001 primarily as
a result of a lower depletion rate. The reduction of the rate results from a
lower production due to the turnaround program at the Integrated Operations
Division, as well as a lower rate per equivalent based on production due to
upward revisions of reserves estimates.

         Interest expense decreased from $1,197,585 for the first quarter of
2000 to $884,947 for the first quarter of 2001 primarily as a result of slightly
lower, overall interest rates.

         Net income increased from a loss of $1,121,797 for the first quarter of
2000 to $1,018,138 for the first quarter of 2001. The 2000 first quarter was
negatively impacted by the non recurring, non-cash charges for a change in
accounting practice.

Liquidity and Capital Resources

         The working capital deficit at March 31, 2001 of $687,063 increased by
$1,976,488 from a working capital deficit of $2,663,551 at December 31, 2000.
Current assets decreased $3,734,339 from $19,763,804 at December 31, 2000 to
$16,029,465 at March 31, 2001 which includes an decrease of $2,347,778 in cash
and cash equivalents from $4,837,699 at December 31, 2000 to $2,489,921 at March
31, 2001 primarily as a result normal cyclical variance in cash inflow produced
by operating activities. Operating activities at the integrated subsidiary
results in higher net cash flow in the fourth quarter when compared to the first
quarter. Approximately $5,926,107 of asphalt plant raw material and finished
product inventory resulted from asphalt plant operations. Current liabilities
decreased from $22,427,355 at December 31, 2000 to $16,716,528 at March 31,
2001, a decrease of $5,863,582 principally as a result a concerted effort on
Company management to reduce aged payables outstanding at year end.

Cash Flows

     Cash provided by or used in operations changed from an inflow of $496,250
for the three months ended March 31, 2000 to an outflow of $2,379,467 for the
three months ended March 31, 2001. Net income for the period, adjusted for
non-cash charges, provided $1,727,325 of cash inflow.

     The Company's net cash flows used in investing activities increased from a
net outflow of $245,932 for the three months ended March 31, 2000 to a net
outflow of $5,354,709 for the three months ended March 31, 2001. This change was
primarily attributable to increased activity by the Company in its well workover
program.

     The Company's net cash used in financing activities was $253,864 for the
three months ended March 31, 2000 compared to net cash provided by financing
activities of $5,386,398 for the three months ended March 31, 2001.

Capital Expenditures

         Our growth is focused on acquisitions that are strategic and in
accordance with our business plan. It is intended that these acquisitions will
be achieved concurrent with the closing of adequate financing. Historically, we
have relied on cash flow from operations to finance discretionary capital
expenditures. For 2001, we have budgeted $30,000,000 for our capital expenditure
expenses to be funded by our cash flow and current credit facility. Almost all
the capital expenditures are discretionary and we intend to implement our
capital programs in the third and fourth quarters to capitalize on the increased
cash flows from the seasonality in asphalt sales.



                                       12
<PAGE>   13


         The Company is current on all its interest payments, and has sufficient
cash flow for all of its operating and foreseen capital requirements.

Financing and Debt Restructuring Activities

     Outstanding debt and the Company's plans for payment or restructuring:

         * In February 2001, GREKA paid its 15% convertible senior subordinated
           debentures in the principal amount of $1 million and the security
           interest in limestone deposits was released.

         * In February 2001, the credit facility with GMAC was increased for a
           third time. The transaction provides additional financing of up to
           $46 million by increasing the principal amount of the term loan from
           $25 million to $36 million, and $10 million for working capital.
           Modifications to the terms of the credit agreement include the
           extension of the credit facility to a term through November 30, 2005.

         * In March 2001, GREKA's subsidiary entered into a credit and guarantee
           agreement with the Bank of Texas, N.A. ("Bank of Texas"). The
           agreement provides that GREKA's subsidiary may borrow up to $75
           million. GREKA closed a revolving credit line of $16 million with an
           initial advance of $13.2 million against the line secured by GREKA's
           subsidiary's interest in certain North American oil and gas
           properties. A portion of the proceeds were used to reduce the current
           debt of GREKA, which payment resulted in the complete elimination of
           all obligations owed to CIBC.

Inflation

         GREKA does not believe that inflation will have a material impact on
GREKA's future operations.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

           To some extent, at March 31, 2001, the Company's operations were
exposed to market risks primarily as a result of changes in commodity prices,
interest rates and foreign currency exchange rates. The Company does not use
derivative financial instruments for speculative or trading purposes.


                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         The following material developments occurred during the quarter ended
March 31, 2001 with respect to the legal proceedings reported in the GREKA
Annual Report on Form 10-K for the fiscal year ended December 31, 2000:

         J.K. Petroleum, Inc. v. Saba Petroleum, Inc. and Greka Energy
Corporation (Case No. 00CC15589, Orange County California Superior court,
December 2000). J.K. Petroleum, Inc. brought suit against GRKEA and Saba
Petroleum, Inc. seeking a declaratory judgment of the parties' rights and
obligations under various alleged contracts. The complaint alleges claims for
breach of contract, specific performance, breach of fiduciary duty, breach of
covenant of good faith and fair dealing, account stated, imposition of
constructive trust, accounting, money had and received, and preliminary and
permanent injunction. J.K. Petroleum seeks compensatory damages in the amount of
$1,906,720.80 and unspecified exemplary damages. Saba Petroleum, Inc. has filed
an answer to the complaint but GRKEA has filed a motion to quash the service of
summons on it for lack of personal jurisdiction. While Saba Petroleum, Inc.
plans to vigorously defend all claims asserted by J.K. Petroleum, the litigation
is in the preliminary discovery stages.

         From time to time, the Company and its subsidiaries are a named party
in legal proceedings arising in the ordinary course of business. While the
outcome of such proceedings cannot be predicted with certainty, management does
not expect these matters to have a material adverse effect on the Company's
financial condition or results of operations.



                                       13
<PAGE>   14


Item 2.  Changes in Securities and Use of Proceeds.

         During January 2001, the Company issued a 5% stock dividend to its
shareholders of record at close of market on December 31, 2000, increasing the
total number of shares outstanding by 215,394.

Item 3.  Defaults Upon Senior Securities.

         The information required by this Item is incorporated herein by
reference to the discussion in Part I Item 1 of the Company's Form 10-K/A for
the year ended December 31, 2000 under the subheading "Financing and Debt
Restructuring Activities" at page 8.

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

       None.

Item 5.  Other Information.

         None.

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

         During the quarter for which this report is filed, GREKA filed no
Reports on Form 8-K.




                                    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 thereunto duly authorized.


                            GREKA ENERGY CORPORATION

Date: August 2, 2001        By: /s/ Randeep S. Grewal
                               -------------------------------
                               Randeep S. Grewal, Chairman and
                               Chief Executive Officer


Date: August 2, 2001        By: /s/ Max Elghandour
                               -------------------------------
                               Max Elghandour,
                               Chief Financial Officer


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