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, 2000

                                       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 May 15, 2000, GREKA had 4,339,940 shares of Common Stock, no par value per
share, outstanding.


<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

PART I - FINANCIAL INFORMATION .............................................3

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

   Condensed Consolidated Balance Sheets as of March 31, 2000
     (Unaudited) and December 31, 1999 .....................................3
   Condensed Consolidated Statements of Operations for the
      Three Month Periods Ended March 31, 2000 and 1999 (Unaudited).........4
   Condensed Consolidated Statements of Cash Flows for the
      Three Month Periods Ended March 31, 2000 and 1999 (Unaudited).........5
   Notes to Condensed Consolidated Financial Statements (Unaudited).........6

Item 2.  Management's Discussion and Analysis of Financial
   Condition and Results of Operation...................................... 7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk........15

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................15

Item 2.  Changes in Securities and Use of Proceeds.........................15

Item 3.  Defaults Upon Senior Securities...................................15

Item 4.  Submission of Matters to a Vote of Security Holders...............15

Item 5.  Other Information.................................................15

Item 6.  Exhibits and Reports on Form 8-K..................................15

SIGNATURE..................................................................16














<PAGE>
                         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,
                                                                        2000                   1999
                                                                   ------------           --------------
                                                                    (Unaudited)
<S>                                                                 <C>                      <C>
Current Assets
        Cash and equivalents                                        $   93,753               $   97,319
        Restricted Cash                                                      -                1,000,000
        Accounts receivable trade, net of
           allowance for doubtful accounts of
           $1,343,852 (1999) and $983,472 (2000)                     4,811,985                4,681,823
        Inventories                                                  7,599,625                4,253,277
        Other current assets                                         1,975,554                1,951,554
                                                                    ----------               ----------
                  Total Current Assets                              14,480,917               11,983,973
                                                                    ----------               ----------

Property and Equipment
        Investment in limestone property,
           at cost                                                   3,675,973                3,675,973
        Oil and gas properties (full cost method)                   30,828,082               29,653,061
        Land                                                        17,296,628               17,210,814
        Plant and equipment                                         26,944,144               26,875,661
                                                                    ----------               ----------
                                                                    78,744,827               77,415,509

        Less accumulated depletion, depreciation
           and amortization                                         (8,075,405)              (7,128,995)


        Other Assets                                                 1,757,469                1,943,196
                                                                   -----------              -----------
                  Total Assets                                     $86,907,808              $84,213,683
                                                                   ===========              ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

        Accounts payable and accrued expenses                      $ 9,685,348              $ 8,235,627
        Current maturities of long term notes and
           notes payable                                            13,094,419               13,173,296
        Short term borrowing                                         5,083,426                4,750,685
                                                                   -----------              -----------

                  Total Current Liabilities                         27,863,193               26,159,608

Long Term debt, net of current Portion                              15,695,298               15,695,825

Other Liabilities                                                    9,092,005                8,979,927

Stockholder's Equity
        Common Stock, no par value, 50,000,000
           Shares authorized and issued 4,339,940                   37,261,043               37,261,043
        Accumulated comprehensive income                               (19,243)                 (19,243)
        Accumulate deficit                                          (2,984,488)              (3,863,477)
                                                                   ------------             ------------
        Total Stockholders' Equity                                  34,257,312               33,378,323
                                                                   -----------              -----------
                                                                   $86,907,808              $84,213,683
                                                                   ===========              ===========
</TABLE>

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

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                   2000                         1999
                                                                -----------                ------------
<S>                                                              <C>                        <C>
Revenues                                                         $9,680,426                 $   353,102
                                                                -----------                ------------
                  Total Revenues                                  9,680,426                     353,102

Expenses
        Production costs                                          5,422,864                     212,985
        General and administrative                                1,404,289                     424,736
        Depletion, depreciation and
           Amortization                                             946,914                     218,375
                                                                -----------                  ----------
                  Total Expenses                                  7,774,067                     856,096
                                                                -----------                  ----------

Operating Income (Loss)                                           1,906,359                    (502,994)
                                                               ------------                  -----------

Other Income (Expense)
        Equity in pre-merger loss of Saba                                --                    (553,483)
        Other                                                            --                      26,317
        Interest expense                                         (1,027,370)                   (103,420)
                                                                 -----------                 -----------

                  Other Income (Expense), Net                    (1,027,370)                   (630,586)
                                                                                             -----------
Income (Loss) before Income Tax                                     878,989                  (1,133,580)

Minority Interest in Loss (Earnings)
    of Consolidated Subsidiary                                           --                       1,038
                                                                -----------                 -----------

Provision for Income Tax                                                 --                          --
                                                                -----------                 -----------

Net Income (Loss)                                               $   878,989                 $(1,132,542)
                                                                ===========                 ===========


Net Income (Loss) per Common Share - Basic                      $       .20                 $     (0.38)
                                                                ===========                 ===========

Net Income (Loss) per Common Share - Diluted                    $       .20                 $     (0.38)
                                                                ===========                 ===========
Weighted Average Common Shares Outstanding
    Basic                                                         4,339,940                   3,025,655
                                                                ===========                 ===========
    Diluted                                                       4,494,546                   3,025,655
                                                                ===========                 ===========
</TABLE>

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

                                       4
<PAGE>

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



<TABLE>
<CAPTION>
                                                                       2000                    1999
                                                                    ------------           --------------
Cash flows from Operating Activities
<S>                                                                  <C>                    <C>
        Net Income (Loss)                                            $   878,989            $(1,132,542)
        Adjustments to reconcile net loss
          Net cash used in operating activities:

        Depletion, depreciation and
           Amortization                                                  946,122                218,375
        Equity in pre-merger loss of Saba                                     --                553,483
        Minority Interest in (losses) of
           Consolidated subsidiary                                            --                 (1,038)

        Changes in:

        Accounts receivable                                             (130,396)              (181,034)
        Other assets                                                  (2,184,626)              (349,054)
        Accounts payable and accrued
           liabilities                                                 1,815,663                404,522
                                                                      ----------             ----------

                  Net Cash Provided (Used)
                   in Operating Activities                             1,071,888               (487,288)

Cash Flows from Investing Activities

        Expenditures for property and equipment                       (1,329,318)                (1,146)
        Expenditures for acquisition of Saba,
           net of cash acquired                                               --                260,318
                                                                      ----------             ----------
        Net Cash Provided by (Used In)
           investing Activities                                       (1,329,318)               259,172
                                                                      ----------             ----------
Cash Flows from Financing Activities

        Proceeds from notes payable and
           long-term debt                                                     --              1,000,000
        Principal payments on notes
           payable and long-term debt                                    263,864                 (6,771)
        Net proceeds from issuance of common stock                                                    -
                                                                    ------------             ----------
Net Cash Provided (Used) by Financing
        Activities                                                       253,864                993,229
                                                                    ------------             ----------
Net Increase (Decrease) in Cash and
        cash Equivalents                                                  (3,566)               765,113
Cash and Cash Equivalents at Beginning
        of Period                                                         97,319                250,212
                                                                    ------------             ----------
Cash and Cash Equivalents at End of Period                          $     93,753             $1,015,325
                                                                    ============             ==========
</TABLE>


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


                                       5
<PAGE>

                    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,
1999,  and  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto included in the Company's 1999 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,
2000,and the  consolidated  results of  operations  for the three month  periods
ended March 31,  2000 and 1999,  and the  consolidated  cash flows for the three
month periods ended March 31, 2000 and 1999.

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 refinery 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, 2000, is as follows:

<TABLE>
<CAPTION>
                             Integrated         E&P               E&P        Corp. &
                             Operations      Americas            Int'l        Other          Total
                             -----------     ---------       -----------     -------        ------
Three Months
Ended March 31, 2000
--------------------
<S>                          <C>            <C>                <C>        <C>               <C>
Total Oil and Gas
    Revenue                  $1,951,422     $ 2,826,845        $253,368   $(1,895,227)      3,136,408
Refinery Revenue              6,544,018                                                     6,544,018
                            -----------     -----------      -----------  -----------     -----------
Total Revenue                 8,495,440       2,826,845         253,368    (1,895,227)      9,680,426
                            -----------     -----------      -----------  -----------     -----------
Production Costs                704,630         740,517          56,068             0       1,501,215
Refinery Costs                5,816,876                                    (1,895,227)      3,921,649
Gross Profit                  1,973,934       2,086,328         197,300             0       4,257,562
Other Expenses                  721,061         397,676          46,533       239,019       1,404,289
DD&A Expenses                   479,660         413,762          53,492             0         946,914
Interest and other
    (expenses) income          (677,092)        (84,000)        (14,197)     (252,081)     (1,027,370)
                            -----------     -----------      ----------    ----------     -----------
Net income/loss             $    96,121     $ 1,190,890          83,078      (491,100)        878,989
                            ===========     ===========      ==========    ==========     ===========
Capital Expenditures        $   833,933     $   192,206      $  303,179    $        0     $ 1,329,318
Identifiable Assets         $59,713,297     $18,832,356      $8,270,094    $   92,061     $86,907,808
                            ===========     ===========      ==========    ==========     ===========
</TABLE>


NOTE 2 - INVENTORY

Inventory is stated at the lower of cost,  determined  on a first-in,  first-out
basis or market and 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, 2000:

Raw Material ........................$ 2,888,538
Finished goods.......................  4,711,087
                                     -----------
   Total ............................$ 7,599,625
                                     ===========

NOTE 3 - STATEMENT OF CASH FLOWS

Following is certain supplemental information regarding cash flows for the three
month periods ended March 31, 2000 and 1999:

                                              2000                     1999
                                          ------------               --------
          Interest paid                   $  1,103,169               $103,420
          Income taxes paid                         --                     --

Non-cash investing and financing transactions are as follows:

A promissory note ($345,290),  bearing  interest at the rate of 13.5%,  that was
due to the  seller of an oil and gas  property,  which was  acquired  by Saba in
December 1997, was cancelled by the seller as part of a settlement.  The settled
amount is part of the accounts payable at March 31, 2000.

                                       6
<PAGE>

NOTE 4 - CONTINGENCIES

In 1993, GREKA's subsidiary  acquired a producing mineral interest in California
from a  major  oil  company.  At  the  time  of  acquisition,  the  subsidiary's
investigation  revealed that a discharge of diluent,  a light,  oil-based  fluid
which is often mixed with  heavier  grades of crude had occurred on the acquired
property.  The purchase  agreement  required the seller to remediate the area of
the diluent spill.  After the subsidiary  assumed operation of the property,  it
became  aware of  additional  diluent  contamination  and believes the major oil
company is  responsible  to remediate  these areas as well.  The  subsidiary has
notified  the  seller  of  its  obligation  to  remediate.  Notwithstanding  the
subsidiary's  compliance in proceeding with any required remediation on seller's
account,  the  subsidiary  is committed to hold the seller  accountable  for the
required  remediation.  Since the  investigation  is not  complete,  an accurate
estimate of cost cannot be made.

In 1995,  GREKA's  subsidiary  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 subsidiary assume the
obligation  to  abandon  any  wells  that  the  subsidiary  did  not  return  to
production, irrespective of whether certain consents of third  parties necessary
to transfer the property to the subsidiary  were  obtained.  A third party whose
consent was  required to transfer  the  property did not consent to the transfer
and is holding the seller accountable for all remediation.  Management  believes
the subsidiary has no obligation to remediate this property  because it believes
the  seller  did not give the  subsidiary  any  consideration  to enter into the
contract  for the  property.  Notwithstanding  the  subsidiary's  compliance  in
proceeding with any required  remediation on seller's account, the subsidiary is
committed to hold the seller  accountable  for the required  obligations  of the
property.  Since the investigation is not complete, an accurate estimate of cost
cannot be made.

GREKA's  subsidiary owns an asphalt  refinery in Santa Maria,  California,  with
which significant  environmental  remediation  obligations are associated.  This
refinery  was  acquired  from  Conoco  Inc.  in 1994  and  Conoco  performs  all
environmental obligations that arose during and as a result of its operations of
the refinery prior to the acquisition.

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 will be significant  and
will occur, from time to time, as properties are abandoned.

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.

         GREKA  Energy  Corporation,  a  Colorado  corporation  ("GREKA"  or the
"Company") is an independent  integrated  energy  company  committed to creating
shareholder  value by capitalizing on consistent cash flow hedged from oil price
fluctuations  within  integrated  operations,  exploiting E&P  opportunities and
penetrating new niche markets utilizing proprietary  technology with an emphasis
on low cost short radius horizontal drilling technology patented by BP Amoco and
licensed to GREKA. GREKA has 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.  In  addition,  GREKA owns and  operates  an
asphalt refinery in California through a wholly-owned subsidiary.

                                       7
<PAGE>

Business Strategy

           GREKA's objective is to build  shareholder  value through  consistent
economic growth both in the increased  throughput at its asphalt refinery and in
the growth of its reserves and  production  thereby  creating an increase in net
asset value per share, cash flow per share and earnings per share. Management is
focused on a balanced program of low to medium risk exploitation and development
of its existing reserves utilizing its low cost horizontal short radius drilling
technology  licensed from BP Amoco. This is balanced by rapid growth through the
acquisition  of  synergistic  businesses  such  as the  Saba  Petroleum  Company
("Saba")  acquisition  concluded during the first quarter of 1999. All asset and
capital  investment  decisions  are measured  and ranked by their  risk-adjusted
impact on per share value.

         GREKA has  established a three prong  strategy that  capitalizes on its
asset base to enhance shareholder value as follows:

         Integrated Hedged Operations

         Hedged  operations of GREKA are planned to focus on the  integration of
its Santa Maria (California) assets,  including an asphalt refinery and interest
in heavy oil fields.  The hedged  operations  are targeted to  capitalize on the
stable  asphalt  market in California by providing a balance of equity and third
party feedstock  (heavy oil) into the refinery.  The integration of the refinery
(100% owned) with the interests in the heavy oil producing  fields (100% working
interest)  has  successfully  provided  a stable  hedge to GREKA on each  equity
barrel  (since  June  1999).  GREKA's  strategy  in these  integrated  assets is
two-fold:

1.   GREKA intends  to  proceed  with  acquisitions  that  enhance  the
     long-term feedstock supply to the refinery.

2.   GREKA intends to implement the  proprietary  BP Amoco  Horizontal  Drilling
     Technology  to  cost-efficiently   boost  production  rates  from  the  150
     potential drilling  locations  identified in the Santa Maria Valley area of
     central California.

The two actions are targeted to increase  throughput  into the refinery from the
highest  rate  during  1999 of  approximately  4,500  barrels  per day to 10,000
barrels per day by year end 2002. It is anticipated that the profitability  from
these integrated  operations will not be affected by volatile oil prices.  It is
also  anticipated  that,  by using the equity  barrels  to supply the  refinery,
working capital  requirements  should be lower and cash flow should be enhanced.
The continued stability of the price of asphalt,  coupled with reduced costs for
processing  and  lifting,   should  create  a  substantial   value  for  GREKA's
shareholders.

         Exploitation, Exploration & Production

         GREKA is focusing on return to  production  ("RTP")  work that had been
ignored by Saba. Such RTP is expected to enhance the current  production  levels
and capitalize on current oil prices.  GREKA plans to capitalize on its existing
portfolio of domestic and  international  exploitation and exploration  projects
that are synergistic with GREKA's BP Amoco Horizontal Drilling Technology. GREKA
plans to specifically focus on its existing  concessions in strategic locations,
such as China, where GREKA believes there is a significant, long-term demand for
energy and a niche advantage for the Company.

         BP Amoco Horizontal Drilling Technology

         GREKA plans to continuously  pursue new, emerging  opportunities in the
energy  business to identify  and  evaluate  niche  markets for its  proprietary
knowledge.  Two  specific  niche  targets are coal bed methane  projects and gas
storage.  These opportunities  should provide significant upside from the use of
short horizontal laterals.

                                       8
<PAGE>

         Significant  and  lucrative  markets exist for the  application  of the
niche technology for GREKA's short radius horizontal  drilling know-how.  Mature
fields are in abundance  throughout the world where the operators are faced with
declining  production,  uncertain  oil prices and upcoming  costs to abandon and
plug the uneconomic wells at their production rates. Such an environment creates
a unique  market  for  GREKA to  acquire  such  fields  through  a  conservative
selection process. Primary acquisition candidates will have existing production,
existing  operating   infrastructure  and  facilities,   geological   formations
conducive to the  technology,  well bores and pay zones under ten thousand  feet
with sufficient  recoverable  oil in place. As an example,  GREKA has found that
California  is  a  unique   opportunity   due  to  its  stringent  new  drilling
regulations.  GREKA's activities are essentially  "re-work" negating any lengthy
approvals  through the regulatory  authorities.  Such an environment has created
"pockets" of opportunity  whereby  significant  recoverable oil has been left in
place by the majors and owners which,  rather than attempt a costly  endeavor to
drill new wells in urban  areas,  choose  to sell  their oil and gas  interests.
GREKA intends to pursue such opportunities.

Business Development of GREKA

         GREKA Energy  Corporation was formed in 1988 as a Colorado  corporation
under the name of Kiwi III,  Ltd. On May 13,  1996,  GREKA,  then known as Petro
Union, Inc., filed a voluntary petition for relief pursuant to Chapter 11 of the
United States  Bankruptcy Code.  Current GREKA management  acquired Petro Union,
Inc. and  simultaneously  procured on August 28, 1997, an order confirming Petro
Union's First Amended Plan of  Reorganization  from the Bankruptcy Court for the
Southern District of Indiana. The bankruptcy court approved the final accounting
and closed the bankruptcy proceedings on March 26, 1998.

         During  1998,  management  of GREKA  focused  substantially  all of its
efforts on corporate restructuring, recapitalization and acquisition efforts and
an investment in a horizontal  drilling pilot program in the Cat Canyon field in
California that all were part of  implementing  its strategic niche growth plan.
During the latter part of 1998 and early 1999,  management was primarily focused
on  the  acquisition  of  Saba,   which  had  substantial   reserves  suited  to
exploitation  by  GREKA's  horizontal  drilling  technology,   and  considerable
expenses  were incurred in connection  with the Saba  transactions  in the first
quarter  of 1999.  Due to the  significance  to  GREKA of the Saba  acquisition,
GREKA's  management and staff devoted a substantial amount of time and effort to
the acquisition.

         On March 22, 1999,  the  Company,  then known as  Horizontal  Ventures,
Inc.,  changed its name to GREKA Energy  Corporation.  Effective March 24, 1999,
GREKA acquired Saba as a wholly owned subsidiary.

         Immediately subsequent to the completion of the acquisition, management
commenced its strategy which resulted in the following material accomplishments:

o    In May 1999, the Company's subsidiary assumed full operation of its asphalt
     refinery  which  significantly  increased,  and is  expected to continue to
     increase, operating cash flows.

o    Also in May 1999, the Company's  subsidiaries  secured financing with a new
     bank, BNY Financial  Corporation  ("BNY"),  for $11 million which was later
     increased to $12 million in September 1999.

o    Further in May 1999, the Company's  subsidiary  paid $6 million to Bank One
     Texas,  N.A.  ("Bank  One") to reduce  the debt  owed by Saba  which was in
     default since 1998.

o    In June  1999,  the  Company's  subsidiary  sold  its  non-core  assets  in
     Colombia, further reducing its debt by $10 million while maintaining upside
     potential  through  either a  repurchase  option  which has  recently  been
     exercised or a court order directing rescission of the sale.

o    In July 1999,  the Company  completed the  acquisition of all of the Beaver
     Lake Resources  Corporation  (the owner of the Company's  Canadian  assets)
     shares it did not already own, thereby  privatizing Beaver Lake as a wholly
     owned subsidiary.  Greka issued approximately 68,000 shares to complete the
     acquisition of the minority interest.

                                       9
<PAGE>

o    In August 1999, the Company entered into a term sheet to restructure Saba's
     9% senior subordinated debentures.

o    Also in August  1999,  the  Company's  subsidiary  emerged  from  voluntary
     bankruptcy  following  consummation  of the sale of its non-core  assets in
     Colombia.

o    Further  in August  1999,  the  Company's  subsidiary  signed a  production
     sharing contract with the China United Coalbed Methane  Corporation Ltd. to
     jointly exploit coalbed methane (CBM) resources in China.

o    In November 1999, the Company's  subsidiaries closed the financing of a $35
     million  facility with GMAC Commercial  Credit LLC to provide  financing to
     reduce current liabilities and for future acquisitions.

o    Also in November 1999, the Company's  subsidiary made an additional payment
     of $11.2 million to Bank One to reduce the defaulted debt owed by Saba.

o    Further in November 1999, the Company adopted a shareholder  rights plan to
     preserve the long-term value of the Company for its shareholders.

o    In December 1999, the Company  announced that its shares commenced  trading
     on the Nasdaq National Market System.

O    In February  2000,  GREKA  announced  that it had the option to re-purchase
     Colombian  assets valued at  approximately  $65 million (PV-10) pursuant to
     the Company's calculations that a look-back provision,  under the agreement
     by which the assets were sold,  is three times  greater  than the  required
     valuation  threshold.  In March 2000, GREKA further announced that, subject
     to a court order  directing  rescission  of the sale,  it had exercised its
     option to re- purchase the  Colombian  assets for an estimated  cost of $12
     million which will result in the  Company's  receipt of assets with a PV-10
     value of  approximately  $65  million at December  31, 1999  (approximately
     $12.22 per share outstanding). (See Part II, Item 1-"Legal Proceedings")



                                       10
<PAGE>

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

* the benefits expected to result from GREKA's acquisition of Saba,  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
*    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  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.

                                       11
<PAGE>

         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, 2000 and cash flows of GREKA  reported  herein  should be
indicative of the expected  future first quote  results of  operations  and cash
flows of GREKA,  since the results of operations  of the Company's  refinery 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. The Company's EBITDA
is 29.5% of its revenue for the three  months  ended March 31,  2000,  and it is
expected  that, as the Company  increases  its  revenues,  its cash flows should
continue to increase.

Results of Operations

Comparison of Three Month Periods Ended March 31, 2000 and 1999

     Revenues  increased  from  $353,102  for  the  first  quarter  of  1999  to
$9,680,426  for  the  first  quarter  of  2000  primarily  as a  result  of  the
acquisition effective March 24, 1999 of Saba and the restructuring of assets.

     Production  costs  increased from $212,985 for the first quarter of 1999 to
$5,422,864   for  the  first  quarter  of  2000  primarily  as  a  result  of  a
significantly larger asset base of operations.

     General and  administrative  expenses increased from $424,736 for the first
quarter  of 1999 to  $1,404,289  for the first  quarter of 2000  primarily  as a
result of a  significantly  larger  employee and operations base brought on with
the Saba acquisition.

     Depreciation,  depletion and  amortization  increased from $218,375 for the
first quarter of 1999 to $946,914 for the first  quarter of 2000 also  primarily
as a result of significantly larger asset base of operations.

     Interest  expense  increased from $103,420 for the first quarter of 1999 to
$1,027,370  for the first quarter of 2000 primarily as a result of assumption of
Saba's debt as a result of the acquisition.

                                       12
<PAGE>

Liquidity and Capital Resources

     The working capital deficit at March 31, 2000 of $13,382,276 decreased from
a working  capital  deficit of  $37,976,391  at March 31, 1999.  Current  assets
increased  $6,220,465  from $8,260,452 at March 31, 1999 to $14,480,917 at March
31, 2000 which includes a decrease of $921,572 in cash and cash equivalents from
$1,015,325  at March 31, 1999 to $93,753 at March 31, 2000.  Approximately  $7.6
million of refinery  raw material and  finished  product  inventory  result from
refinery operations. Current liabilities decreased from $46,237,343 at March 31,
1999 to $27,863,193 at March 31, 2000, a decrease of $18,374,150  principally as
a result of  refinancing  of the majority of the acquired debt which had been in
default. The current portion of long term debt decreased  $12,321,766 during the
period.  The foregoing  changes are a result of the  acquisition of Saba and the
Company's  assumption of the  marketing and sales  operations of its Santa Maria
refinery.

Cash Flows

     Cash used in operations  improved from an outflow of $487,288 for the three
months  ended March 31,  1999 to an inflow of  $1,071,888  for the three  months
ended March 31, 2000. Net income for the period,  adjusted for non-cash charges,
provided $1,825,111 of cash inflow.

     The Company's net cash flows from investing activities decreased from a net
inflow of $259,172 for the three months ended March 31, 1999. The Company had no
investment  activity for the three months ended March 31, 2000.  This change was
primarily  attributable  to the cash  outflow in the prior  year to acquire  the
investment in Saba.

     The Company's net cash provided by financing activities of $993,229 for the
three months ended March 31, 1999  compared to a net use of cash of $753,864 for
the three  months ended March 31, 2000.

                                       13
<PAGE>

Liquidity

     Under the  direction  of  GREKA's  management  and in  accordance  with its
business  strategy,  GREKA has  improved its  liquidity  and expects to have low
capital requirements.  Specifically, GREKA expects to fund its capex by its cash
flow and lines of credit in place.

Capital Expenditures

         The Company's  growth is focused on  acquisitions  that are synergistic
with its  technology.  It is intended  that such  acquisitions  will be achieved
concurrent with the closing of adequate financing.  Operationally on the current
asset base,  the Company  expects to fund its annual  capex by its cash flow and
lines of credit in place.

     Under the  direction  of  GREKA's  management  and in  accordance  with its
business  strategy,  GREKA has  improved its  liquidity  and expects to have low
capital requirements.  The Company is current on all its interest payments,  and
has  sufficient  cash  flow  for  all  of its  operating  and  foreseen  capital
requirements. Further, GREKA intends to achieve the following:

     *    Continue  to  execute  an  aggressive  rework  program  to  return  to
          production existing wells on all properties that have shut-in wells.

     *    Utilize  the  in-house   proprietary  and  cost  effective  horizontal
          drilling  technology  to enhance  production in the Santa Maria Valley
          area.

     *    Continue  to acquire  assets to  enhance  the  benefit  of  integrated
          operations that collectively  provide for low cost operating  expenses
          and high cash flow.

GREKA's  management also believes that the disposition of non-core assets brings
opportunities for cost savings, and other synergies,  resulting in improved cash
flow  potential  for the  long-term  growth of GREKA and of  shareholder  value.
Further,  these dispositions give GREKA a stronger  consolidated asset base upon
which it can rely in securing future financings,  both equity and debt. However,
there is no assurance that any specific level of cost savings or other synergies
will be achieved or that such cost savings or other  synergies  will be achieved
within  the time  periods  contemplated,  or that  GREKA  will be able to secure
future financings.

Financing and Debt Restructuring Activities

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

     *    Effective  January 1, 2000,  the  $500,000 and  $1,500,000  loans from
          International  Publishing Holding were consolidated into one loan with
          a maturity date of June 30, 2000,  bearing  interest at the rate of 9%
          per  annum  from  January  1, 2000  payable  quarterly,  with  monthly
          installment  payments  of  $100,000.  The  Company  paid  $180,000  in
          consideration  of extending  the loan from  December 31, 1999.  If the
          entire  unpaid  principal  and/or  accrued  interest  is not  paid  at
          maturity,  the amount of  principal  owed and rate of  increase  shall
          increase.  The  loan  is  collateralized  by  all of  the  issued  and
          outstanding shares of capital stock of a subsidiary of the Company.

     *    The Company is currently  exchanging  the Saba 9% senior  subordinated
          debentures  ($3.6  million) for new  debentures  of the  Company.  The
          Company's  offer to exchange the Saba  debentures  expires on June 30,
          2000.

                                       14
<PAGE>

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.

           At March 31,  2000,  the  Company's  operations  were not  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,  2000 with  respect  to the legal  proceedings  reported  in the GREKA
Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999:

     As  reported in the GREKA 1999 Annual  Report on Form  10-K/A,  in February
2000, GREKA's subsidiary filed an action against Omimex Resources,  Inc. and its
subsidiaries  seeking  an  order  directing  rescission  of  an  asset  purchase
agreement  effective  January  1,  1999 or,  alternatively,  directing  specific
performance of the agreement by Omimex. The Company's  subsidiary alleges claims
for breach of  contract,  breach of  covenant  of good  faith and fair  dealing,
negligent  misrepresentation and fraudulent inducement and seeks damages. Omimex
alleges  counter-claims  of breach of contract and seeks  declaratory  judgment.
While the  subsidiary  plans to vigorously  pursue all claims against Omimex and
defend all  counter-allegations,  the litigation is in its preliminary discovery
stages.  The parties are working toward closing on the Company's  re-purchase of
the Colombian  assets whereupon they intend to dismiss their claims in the legal
proceedings.

         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.

Item 2.  Changes in Securities and Use of Proceeds.

     None.

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, 1999 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.

     (a) Exhibits. The following exhibits are furnished as part of this report:

     Exhibit No.    Description

        11.1        Computation of Earnings per Common Share*

        27.1        Financial Data Schedule*

* Filed herewith

     (b) During the  quarter  for which this  report is filed,  GREKA  filed the
following Reports on Form 8-K:

Current Report on Form 8-K dated  February 18, 2000 which reported  events under
Item 5, Other Events.

                                       15
<PAGE>

                                    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: May 15, 2000          By:/s/ Randeep S. Grewal
                               -------------------------------
                               Randeep S. Grewal, Chairman and
                               Chief Executive Officer










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