UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB



 X  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
--  OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002


    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: 0-20915

                               GEO PETROLEUM, INC.
        (Exact name of small business issuer as specified in its charter)

California                                                            33-0328958
----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                18281 Lemon Drive, Yorba Linda, California, 92886
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  714.779.9897
                           (Issuer's Telephone Number)


          Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days.
Yes [X] No [ ]

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

          Check whether the registrant  filed all documents and reports required
to be  filed  by  Section  12,  13,  or  15(d) of the  Exchange  Act  after  the
distribution of securities under a plan confirmed by court.
Yes  [X]  No  [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the issuer's classes
of common equity,  as of the latest  practical date. As of June 30, 2002,  there
were  19,501,970  shares of the  issuer's no par value  common  stock issued and
outstanding.

         Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]

<PAGE>
                               GEO PETROLEUM, INC.
                                TABLE OF CONTENTS

PART I   Financial Information                                                 3


Item 1.  Financial Statements of Geo Petroleum, Inc.:



      Balance Sheet (Unaudited) June 30, 2002                                  3


      Statements of Operations (Unaudited) For Each of the
        Six Month Periods Ended June 30, 2002 and 2001                         5


      Statements of Shareholders' Equity (Unaudited) For
        the Six Month Period Ended June 30, 2002                               7


      Statements of Cash Flows (Unaudited) For Each of the
        Six Month Periods Ended June 30, 2002 and 2001                         8


      Notes to the Financial Statements                                       10

Item 2.  Management Discussion and Analysis of Financial
Condition and Results of Operations.                                          15

PART II  Other Information                                                    18

SIGNATURES                                                                    18

CERTIFICATION OF STATEMENT                                                    19

<PAGE>
<TABLE>
<CAPTION>

                               GEO PETROLEUM, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)


                               AS OF JUNE 30, 2002



                                     ASSETS

Current assets:
<S>                                                                                            <C>
      Cash and equivalents                                                                     $            4,859
      Accounts receivable, no allowance for doubtful accounts                                              24,035
      Prepaid legal and consulting fees                                                                     4,401
      Other prepaid expenses                                                                               12,540
                                                                                               ------------------

           Total current assets                                                                            45,835
                                                                                               ------------------


Restoration and utility deposits                                                                          271,887
                                                                                               ------------------

Property and equipment:
      Oil and gas properties                                                                              304,375
      Vehicles                                                                                             36,884
                                                                                               ------------------

           Total property and equipment                                                                   341,259

                Less: accumulated depreciation and depletion                                             (29,589)
                                                                                               ------------------
Total property and equipment, net                                                                         311,670
                                                                                               ------------------

TOTAL ASSETS                                                                                   $          629,392
                                                                                               ==================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        3

<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)


                               AS OF JUNE 30, 2002
--------------------------------------------------------------------------------

                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable:
<S>                                                                                            <C>
           Trade and other                                                                     $          156,572
           Accrued expenses                                                                               199,061
           Line of credit - related party                                                                  58,336
           Other liabilities                                                                               44,300
           Note payable - other, current portion                                                           32,000
                                                                                               ------------------

                Total current liabilities                                                                 490,269
                                                                                               ------------------


Total liabilities                                                                                         490,269
                                                                                               ------------------

Shareholders' equity:
      Preferred stock; no par value; 100,000 shares
        authorized; no shares issued and outstanding at
        June 30, 2002.                                                                                       -
      Common stock; no par value; 50,000,000 shares
        authorized; 21,634,795 shares issued and outstanding
        at June 30, 2002.                                                                             12,067,762
      Accumulated deficit                                                                            (11,928,639)
                                                                                               ------------------

SHAREHOLDERS' EQUITY                                                                                      139,123
                                                                                               ------------------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                                629,392
                                                                                               ==================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                             AS OF JUNE 30, 2002 AND
         FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------

                                                      For the Three Month Period Ended           For the Six Month Period Ended
                                                   --------------------------------------   ---------------------------------------
                                                     June 30, 2002        June 30, 2001        June 30, 2002        June 30, 2001
                                                   -----------------   ------------------   ------------------   ------------------
Revenues:
<S>                                                <C>                 <C>                  <C>                             <C>
      Oil and gas sales                                        -                    -                     -      $              132
      Waste water disposal services                $         80,379    $          62,471    $          117,235              121,898
           Total revenues                                    80,379                62,471              117,235              122,030
                                                   -----------------   ------------------   ------------------   ------------------
Expenses:
      Lease operating expenses                              110,821                69,858              283,942              180,376
      Lease environmental remediation
        expenses                                             22,623                   500               24,123               10,689
      Depletion and depreciation                              5,211                 5,138               10,422               10,276
      Professional fees                                      30,131                54,462              100,268              171,129
      General and administrative                             38,772                67,676               69,879              175,185
      Loss from asset impairment                            159,851             -                      159,851            -
                                                   -----------------   ------------------   ------------------   ------------------
           Total expenses                                   367,409               197,634              648,485              547,655
                                                   -----------------   ------------------   ------------------   ------------------
Loss from operations                                      (287,030)             (135,163)            (531,250)            (425,625)
                                                   -----------------   ------------------   ------------------   ------------------

Reorganization items:

      Professional fees                                         142                 8,752                3,746               14,155
                                                   -----------------   ------------------   ------------------   ------------------
           Total reorganization items                           142                 8,752                3,746               14,155
                                                   -----------------   ------------------   ------------------   ------------------


</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                             AS OF JUNE 30, 2002 AND
         FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------

                                                      For the Three Month Period Ended           For the Six Month Period Ended
                                                  ---------------------------------------   ---------------------------------------
                                                     June 30, 2002        June 30, 2001        June 30, 2002        June 30, 2001
                                                  ------------------   ------------------   ------------------   ------------------
Other income (expense):
<S>                                               <C>                  <C>                  <C>                  <C>
      Interest income                             $          1,184     $           4,077    $           3,479    $           6,382
      Interest expense                                      (2,169)               (4,146)              (3,629)              (5,273)
                                                  ------------------   ------------------   ------------------   ------------------
           Total other (expense) income                       (985)                  (69)                (150)                1,109
                                                  ------------------   ------------------   ------------------   ------------------
Loss before provision for income taxes                    (288,157)             (143,984)            (535,146)            (438,671)
Provision for income taxes                                -                          800                  800                  800
                                                  ------------------   ------------------   ------------------   ------------------
Net loss                                          $       (288,157)    $        (144,784)   $        (535,946)   $        (439,471)
                                                  ==================   ==================   ==================   ==================
Net loss per share, basic and diluted             $          (0.01)    $           (0.01)   $           (0.03)   $           (0.02)
                                                  ==================   ==================   ==================   ==================



</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        6

<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

         FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------


                                                                Common               Common             Accumulated
                                                                Shares                Stock               Deficit          Total
                                                            --------------   ------------------   ------------------  --------------
<S>                                                           <C>           <C>                  <C>                  <C>
BALANCE, DECEMBER 31, 2000                                    18,177,805    $       11,225,293   $     (10,653,889)   $      571,404
   Common shares issued in a private placement                   322,500               161,250            -                  161,250
   Common shares issued in a private placement                   984,259               147,639            -                  147,639
   Common shares issued for services                             399,000               133,000            -                  133,000
   Common shares retired that were originally issued
     pursuant to the confirmed plan of reorganization
     but that were not required                                (671,609)             -                    -                -
   Net loss                                                    -                     -                    (738,804)        (738,804)
                                                            -------------   ------------------   ------------------   --------------
BALANCE, DECEMBER 31, 2001                                    19,211,955            11,667,182         (11,392,693)          274,489
   Common shares issued in a private placement                 2,178,499               326,775            -                  326,775
   Common shares issued in satisfaction of a liability           173,500                54,805            -                   54,805
   Common shares issued for services                              80,000                19,000            -                   19,000
   Common shares retired that were originally issued
     pursuant to the confirmed plan of reorganization
     but that were not claimed by the debtors                    (9,159)             -                    -                -
   Net loss                                                    -                     -                    (535,946)        (535,946)
                                                            -------------   ------------------   ------------------   --------------
BALANCE, JUNE 30, 2002                                       21,634,795    $       12,067,762    $     (11,928,639)   $     139,123
                                                            =============   ==================   ==================   ==============

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        7
<PAGE>
<TABLE>
<CAPTION>


                               GEO PETROLEUM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

         FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------


                                                                               For the               For the
                                                                              Six Month             Six Month
                                                                             Period Ended         Period ended
                                                                             June 30, 2002        June 30, 2001
                                                                          ------------------   ------------------
Cash flows from operating activities:
<S>                                                                       <C>                        <C>
      Net loss                                                            $         (535,946)        $  (439,471)
      Adjustments to reconcile net loss to net cash used in
        operating activities:
           Depreciation                                                               10,422              10,276
           Loss from asset impairment                                                159,851                 -
           Common shares issued for satisfaction of liability                         73,805              48,500
      Decrease (increase) in assets:
           Accounts receivable                                                        44,247             (10,509)
           Prepaid legal and consulting fees                                          (4,401)            115,154
           Other prepaid expenses                                                     39,329               9,000
           Restoration and utility deposits                                             (357)             19,681
      Increase (decrease) in liabilities:
      Accounts payable - trade                                                      (116,828)             59,655
           Account payable - related party                                           (54,805)                -
           Accrued expenses                                                           93,827                 -
           Other liabilities                                                          40,000             (17,465)
           Line of credit -related party                                             (63,466)                -
                                                                          ------------------   ------------------

Net cash used in operating activities                                             (314,322)             (205,179)
                                                                          ------------------   ------------------


Cash flows provided by (used in) investing activities:

      Purchase of facilities and equipment                                                 -                (972)
      Capital expenditures on oil and gas properties                                  (8,000)            (38,900)
      Payments on notes receivable                                                         -               7,100
                                                                          ------------------   ------------------

Net cash used in investing activities                                               (8,000)              (32,772)
                                                                          ------------------   ------------------

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        8

<PAGE>
<TABLE>
<CAPTION>

                               GEO PETROLEUM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

         FOR EACH OF THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
--------------------------------------------------------------------------------

                                                                               For the               For the
                                                                              Six Month             Six Month
                                                                             Period Ended         Period ended
                                                                             June 30, 2002        June 30, 2001
                                                                          ------------------   ------------------

Cash flows provided by (used in) financing activities:

<S>                                                                       <C>                  <C>
      Payments on line of credit - related party                                       -        $         25,000
      Payments on notes payable                                                        -                 (16,403)
      Net proceeds from the issuance of common stock                      $          326,775             161,249
                                                                          ------------------   --------------------

CASH PROVIDED BY FINANCING ACTIVITIES                                               326,775               169,846
                                                                          ------------------   ------------------


NET INCREASE (DECREASE) IN CASH                                                       4,453              (68,105)


CASH AND EQUIVALENTS AT BEGINNING OF YEAR                                               406                70,173
                                                                          ------------------   ------------------


CASH AND EQUIVALENTS AT END OF YEAR                                       $           4,859    $            2,068
                                                                          ==================   ==================


                Supplemental Disclosures of Cash Flow Information


Interest paid                                                             $           3,629    $            3,137
Income taxes paid                                                         $             800    $              800

     Supplemental Disclosure of Non-Cash Investing and Financing Activities


Issuance of common stock for prepaid legal fees:

      Prepaid legal and consulting fees                                                    -   $           50,000
      Common stock                                                                         -   $          (50,000)

Purchase of land for note:

      Oil and gas properties                                              $           32,000                   -
      Notes payable, current portion                                      $          (32,000)                  -

Issuance of common stock for satisfaction of liability:

      Account payable - related party                                     $           54,805                   -
      Common stock                                                        $          (54,805)                  -


</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        9
<PAGE>


                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             As of June 30, 2002 and
         For Each of the Six Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


1.    DESCRIPTION OF THE COMPANY'S BUSINESS
      -------------------------------------

      Geo Petroleum,  Inc. (the "Company") is an oil and gas production  company
      founded in 1986 and  incorporated in the State of California.  The Company
      engages  in the  development,  production  and  management  of oil and gas
      properties.  All of the Company's  properties  are located in  California.
      Certain of the wells on one of the Company's properties are used for waste
      water disposal services.


2.    BASIS OF PRESENTATION
      ---------------------

      In the opinion of the management of Geo Petroleum,  Inc., the accompanying
      unaudited   condensed   financial   statements  contain  all  adjustments,
      consisting  of only normal  recurring  adjustments,  necessary  to present
      fairly its  financial  position  as of June 30,  2002,  the results of its
      operations, shareholders' equity, and cash flows for each of the six month
      periods  ended June 30, 2002 and 2001.  Certain  information  and footnote
      disclosures   normally  included  in  financial   statements  prepared  in
      accordance  with  generally  accepted  principles  have been  condensed or
      omitted  pursuant  to  the  rules  and  regulations   promulgated  by  the
      Securities  and  Exchange  Commission.  The  statements  should be read in
      conjunction with the financial statements and footnotes for the year ended
      December 31, 2002  included in the Company's  Form 10K-SB.  The results of
      operations  for the interim period are not  necessarily  indicative of the
      results to be expected for the full year.


3.    NOTE PAYABLE
      ------------

      In January  2002,  the Company  acquired land in the area of its Rosecrans
      oil and gas properties  for $5,000 in cash and a noninterest  bearing note
      payable of $35,000  secured by the property.  The note had a final balloon
      payment of $32,000 that was due on July 1, 2002 and has not as of yet been
      paid. The Company is now in default on the note.


4.    COMMITMENTS AND CONTINGENCIES
      -----------------------------

      CONCENTRATION OF CREDIT RISK

      Financial   instruments,   which   potentially   subject  the  Company  to
      concentrations  of  credit  risk,  consist  primarily  of  cash  and  cash
      equivalents and accounts receivable.  The Company places its cash and cash
      equivalents with high quality financial  institutions.  Exposure to losses
      on  accounts  receivable  is  principally   dependent  on  the  individual
      customer's  financial  condition,  as credit sales are not collateralized.
      The  Company  monitors  its  exposure to credit  loss and  reserves  those
      accounts receivable that it deems to be uncollectible.


                                       10
<PAGE>


                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             As of June 30, 2002 and
         For Each of the Six Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


4.    COMMITMENTS AND CONTINGENCIES, CONTINUED
      ----------------------------------------

      CASH IN EXCESS OF FEDERAL DEPOSIT INSURANCE CORPORATION INSURED LIMITS

      The Company maintains its cash in bank deposit accounts,  which, at times,
      may exceed  federally  insured  limits.  Accounts  are  guaranteed  by the
      Federal Deposit Insurance Corporation ("FDIC") up to $100,000. At June 30,
      2002,  the  Company  does not have any  funds in  excess  of FDIC  insured
      limits. The Company has not experienced any losses in such accounts.

      RISKS OF THE INDUSTRY IN WHICH THE COMPANY OPERATES

      The  Company   participates  in  an  industry  that  is  characterized  by
      competitive pressure, changes in the prices of oil and gas on a world-wide
      basis,  federal,  state, and local  regulations  governing  production and
      development  of its oil and  gas  reserves  and  compliance  with  various
      environmental  laws and regulations.  The Company's  results of operations
      are affected by a wide variety of factors, including world events, general
      economic conditions, changes in average selling prices over the productive
      life of oil and gas  reserves,  the  timing  of  production  from  new and
      existing  proved  developed and undeveloped  reserves by the Company,  its
      competitors,  and others, the ability to produce sufficient  quantities of
      oil and gas reserves in a timely manner, and the timely  implementation of
      new and alternative  reserve recovery process  technologies.  Based on the
      factors   noted   herein,   the   Company   may   experience   substantial
      period-to-period fluctuations in future operating results.

      MINIMUM ROYALTIES

      The Company has commitments for minimum royalty payments on certain of its
      oil and gas properties, which total approximately $36,000 annually.


      PROPERTY LEASE RISKS

      The  Company's  oil and gas  leases on its Vaca Tar  Sands  and  Rosecrans
      properties  contain  provisions,  which  provide  for  minimum  production
      requirements  and periods.  The  Company's  failure to meet those  minimum
      requirements could result in a termination of the lease(s) and loss of all
      its rights thereunder.  However,  the Company believes it is in compliance
      with the lease(s) provisions and has not received notification from anyone
      to the contrary.


                                       11
<PAGE>


                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             As of June 30, 2002 and
         For Each of the Six Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


5.    RELATED PARTY TRANSACTIONS
      --------------------------

      The  Company  rents on a  month-to-month  basis its office  facilities  at
      $5,000 per month from an entity that is wholly-owned by a company officer,
      who is a major shareholder.


6.    LOSS PER SHARE
      --------------

      Basic and diluted loss per common share has been  computed by dividing the
      loss available to common  shareholders by the  weighted-average  number of
      common shares for the period.


      The  computations  of basic  and  diluted  loss per  common  share  are as
      follows:
<TABLE>
<CAPTION>
                                                                               For the                            For the
                                                                             Three Month                        Three Month
                                                                             Period Ended                       Period Ended
                                                                             June 30, 2002                     June 30, 2001
                                                                            ---------------------       ----------------------------
           Numerator:
<S>                                                                              <C>                            <C>
                Net loss available to common shareholders                 $       (288,157)              $        (144,784)

           Denominator:

                Weighted-average shares basic and diluted                        21,464,691                     18,616,838
                                                                          ------------------             ------------------

           LOSS PER COMMON SHARE, BASIC AND DILUTED                       $          (0.01)              $           (0.01)
                                                                          ==================             ==================


                                                                               For the                           For the
                                                                              Six Month                         Six Month
                                                                             Period Ended                      Period Ended
                                                                             June 30, 2002                     June 30, 2001
                                                                            ---------------------       ----------------------------
           Numerator:
                Net loss available to common shareholders                 $       (535,946)             $         (439,471)

           Denominator:

                Weighted-average shares basic and diluted                        20,670,972                     18,624,297
                                                                          ------------------             ------------------

           LOSS PER COMMON SHARE, BASIC AND DILUTED                       $          (0.03)              $          (0.02)
                                                                          ==================             ==================


</TABLE>
                                       12
<PAGE>
                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             As of June 30, 2002 and
         For Each of the Six Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


6.    LOSS PER SHARE, CONTINUED
      -------------------------


      The following  additional  potential common shares were outstanding during
      2002 and 2001,  but were not included in the  computation  of diluted loss
      per share,  because to do so would have been  antidilutive for the periods
      presented.

<TABLE>
<CAPTION>

                                                                             For the Three                   For the Three
                                                                            and Six Month                    and Six Month
                                                                             Periods Ended                   Periods Ended
                                                                             June 30, 2002                   June 30, 2001
                                                                            ---------------------       -----------------------

           Shares of common stock issuable under:
          <S>                                                            <C>                           <C>
                Warrants                                                  $         455,151             $         655,151
                Options                                                           4,000,000                     4,000,000
                                                                          ------------------            ------------------

           Total shares of common stock issuable                                  4,455,151                     4,655,151
                                                                          ==================            ==================
</TABLE>

7.    STOCK AND WARRANT TRANSACTIONS
      ------------------------------

      COMMON SHARES SOLD IN A PRIVATE PLACEMENT

      During the six month period ended June 30, 2001,  the Company sold 322,500
      shares of its  common  stock at $0.50 per share to private  investors  and
      received  total cash  proceeds of  $161,249.  The Company  issued  100,000
      shares of its common stock for legal  services for the period from January
      2001 through  December 2001. The shares were valued at the market price of
      the  stock  at the  date the  services  were  agreed  to be  provided.  In
      addition,  the Company issued 90,000 common shares that were valued at the
      fair value of the services of $36,000.  Also,  the Company  issued  25,000
      common shares for services, which were valued based on the market value of
      the shares at the date of issuance totaling $12,500.

      During  the six  month  period  ended  June 30,  2002,  the  Company  sold
      2,178,499  shares  of its  common  stock at  $0.15  per  share to  private
      investors and received total cash proceeds of $326,775.

      COMMON SHARES ISSUED IN SATISFACTION OF DEBT AND FOR SERVICES

      During  the six month  period  ended June 30,  2002,  the  Company  issued
      173,500  shares of common stock in  satisfaction  of amounts due a related
      party of $54,805.  The Company  also  issued  80,000  shares of its common
      stock for consulting services of $19,000.


                                       13
<PAGE>
                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             As of June 30, 2002 and
         For Each of the Six Month Periods Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------


8.    ORDER BY THE STATE OF CALIFORNIA
      --------------------------------

      The  Company's  waste water  disposal  well  located in the Vaca Tar Sands
      region of the Oxnard Oil Fields had been the subject of an ongoing dispute
      between the Company and the  California  Department of  Conservation  (the
      "State").  The basis for the dispute  centered on the Company's use of its
      waste water  disposal well and whether their  injection of waste water was
      damaging the production of wells operated on adjacent leases.

      In July 2002,  the State  issued an order  directing  the Company to cease
      injecting  waste  water  brought  from  outside  the  Oxnard Oil Field and
      revoked the Company's  state-issued  waste water  disposal  permit for the
      Vaca Tar Sands region,  thereby  terminating  the  Company's  only current
      source of revenue.

      Based on what the Company  currently has knowledge of, it does not believe
      there is a reasonable  likely chance that its actions related to the waste
      water well or the July 2002 State  order  will  result in any  significant
      environmental liability.

As a result of the State order,  the Company has  determined  that an impairment
now exists to the value of the Vaca waste water well  facilities  and  equipment
and accordingly  has recognized a loss from asset  impairment of $159,851 in the
quarter ended June 30, 2002.

                                       14
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

The purpose of this section is to discuss and analyze the  Company's  results of
operations,  liquidity  and capital  resources.  This section  should be read in
conjunction  with the financial  statements and notes thereto included in Item 1
to this Quarterly Report, and the annual report on Form 10-KSB.

THIS  FOLLOWING  INFORMATION  SPECIFIES  CERTAIN  FORWARD-LOOKING  STATEMENTS OF
MANAGEMENT  OF THE  COMPANY.  FORWARD-LOOKING  STATEMENTS  ARE  STATEMENTS  THAT
ESTIMATE THE HAPPENING OF FUTURE  EVENTS AND ARE NOT BASED ON  HISTORICAL  FACT.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY,  SUCH AS "MAY", "SHALL",  "WILL",  "COULD",  "EXPECT",  "ESTIMATE",
"ANTICIPATE",   "PREDICT",  "PROBABLE",  "POSSIBLE",  "SHOULD",  "CONTINUE",  OR
SIMILAR  TERMS,  VARIATIONS  OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE
FORWARD-LOOKING  STATEMENTS  SPECIFIED IN THE  FOLLOWING  INFORMATION  HAVE BEEN
COMPILED BY OUR  MANAGEMENT ON THE BASIS OF  ASSUMPTIONS  MADE BY MANAGEMENT AND
CONSIDERED  BY  MANAGEMENT  TO BE  REASONABLE.  OUR  FUTURE  OPERATING  RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION,  GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING  INFORMATION  REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC,  LEGISLATIVE,  INDUSTRY,  AND
OTHER CIRCUMSTANCES.  AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG  REASONABLE  ALTERNATIVES  REQUIRE THE  EXERCISE OF  JUDGMENT.  TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY  SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE  FORWARD-LOOKING  STATEMENTS.  NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE  ASSUMPTIONS  RELATING TO THE  FORWARD-LOOKING  STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

OUR BUSINESS.  Geo Petroleum,  Inc. is a California  corporation  formed in 1986
primarily to develop a large tar sand deposit in Ventura County,  California and
to engage in the oil field waste disposal business. We are a minor factor in the
California oil and gas industry and face  competition  from numerous  companies,
which have considerably more financial resources, property and manpower, than do
we. We are in a weak financial  condition and must rely upon third party sources
of funds to conduct  our  proposed  operations.  Essentially,  our only  revenue
producing  operations  are  expected  to be our Vaca  Tar  Sands  and  Rosecrans
properties,  each of which require  significant cash expenditures to operate and
develop. We are in the process of ratifying existing lease agreements and taking
new  leases  with  respect  to  Rosecrans  mineral  owners and we hope to make a
capital  investment of approximately  $750,000 to bring 18 to 20 idle wells into
full production on the Rosecrans property. The results of our operations for the
second quarter of 2002 are discussed below.

In 1998, we filed for protection  under Chapter 11 of the U.S.  Bankruptcy Code.
In December,  1999 we emerged from  bankruptcy  under a plan which,  among other
things,  provided  for the  issuance of  approximately  1,900,000  shares of our
common stock to our creditors and a change in our management. Present management
was  installed  as part of our  reorganization.  At the  time of our  bankruptcy
filing,  we had sold or otherwise  transferred a substantial  portion of our oil
and gas holdings and had interests in approximately 2,230 gross acres (2,030 net
acres) of oil and gas leases or mineral  rights,  of which  approximately  1,630
gross acres  (1,410 net acres) were  developed  for oil and gas  production  and
approximately  600 gross and net acres were  undeveloped.  After  emerging  from
bankruptcy,  our oil and gas holdings were  approximately  2,000 gross and 1,830
net acres.

Since we emerged  from  bankruptcy,  our  income  from  operations  has not been
sufficient to maintain the Company.

On July 10,  2002,  an Order was issued by the state of  California  Oil and Gas
Supervisor of the California  Department of  Conservation  directing us to cease
injecting waste water brought from outside the Oxnard Oil Fuel into the Monterey
and/or Pliocene Vacca Tar Sands. Additionally,  that Order revoked the Vacca Tar
Sands Unit Class II Commercial  Waste Water  Disposal  Permit  granted to us and
dated June 16, 2000.

                                       15
<PAGE>

It was determined that the volume of waste water injected into our VTSU 3-1 Well
is directly  reflected in, and responsible  for, the increase in volume of water
produced  by the wells on a lease  adjacent  to our lease.  Additionally  it was
concluded  that the waste water was  injected  into the  Monterey  Formation  is
invading the Vacca Tar Sands,  and  chemically and physically is damaging to the
production horizon because of its salinity variances and particulate content, is
mechanically  damaging  to the  production  of the  wells  operated  on a  lease
adjacent to our lease and  injection  wells in that these wells  become  plugged
with imported tank bottom material, thereby unduly inhibiting and preventing the
economic production of oil from the Vacca Tar Sands reservoir.

As a result of that  Order,  we have no source of revenue.  Therefore,  the only
source of cash available to us at this time is from the sale of our securities.

RESULTS OF OPERATIONS.

QUARTER ENDED JUNE 30, 2002 COMPARED TO QUARTER ENDED JUNE 30, 2001;  SIX MONTHS
ENDED JUNE 30,  2002  COMPARED  TO SIX MONTHS  ENDED JUNE 30,  2001.  During the
quarter  ended June 30, 2002,  Geo had a net loss of $288,157  compared to a net
loss of $144,784 for the comparable  2001 period.  For the six months ended June
30, 2002, Geo had a net loss of $535,946  compared to a loss of $439,471 for the
same period in  2001.Revenues  from waste  disposal  operations  increased  from
$62,471 for the first three months of 2001,  to $80,379 for the first quarter of
2002.  However,  waste disposal revenue decreased slightly from $121,898 for the
six months  ended June 30,  2001 to $117,235  for the six months  ended June 30,
2002 due to a relatively slow first quarter of 2002. The increase for the second
quarter  of  2002  is the  result  of  increased  usage  of the  waste  disposal
facilities by customers during their normal course of business.  However, future
income from waste disposal  operations is expected to be significantly  less due
to an order dated July 10, 2002 by the  California  Department  of  Conservation
directing Geo to cease  injecting  waste into Vaca disposal  wells.  Further the
Order  revoked the Vaca Tar Sands Unit Class H Commercial  Waste Water  Disposal
Permit  granted to us and dated June 16, 2000.  This action by the Department of
Conservation has caused the serious  impairment of the waste disposal  property.
Consequently, Geo has recognized a loss from asset impairment of $159,851 in the
quarter ended June 30,  2002.There  were no revenues from oil and gas operations
during the first six months of 2002 or 2001.

Lease  operating  expenses  for the three and six  months  ended  June 30,  2002
increased to $110,821  and $283,942  from $69,858 and $180,376 for the three and
six months ended June 30, 2001.This  increase is due primarily to costs incurred
during 2002 to plug and abandon a well  located on the  Rosecrans  property  and
additional lease rentals on the Rosecrans property.

Lease  environmental  costs for the three and six  months  ended  June 30,  2002
increased  to $22,623  and  $24,123  from $500 and $10,689 for the three and six
months ended June 30, 2001.This increase represents additional costs incurred to
continue cleaning up the Rosecrans property.

Professional  fees  decreased  from  $54,462 and  $171,129 for the three and six
months ended June 30, 2001 to $30,131 and $100,268 for the same periods in 2002.
This  decrease  is  due  to  efforts  made  by  Management  to  decrease   Geo's
administrative  costs.  Some fees paid in 2001 to accounting  and law firms were
either not repeated in 2002 or the amount of services were decreased.

General and administrative  expenses decreased from $67,676 and $175,185 for the
three and six months  ended June 30,  2001 to $38,772  and  $69,879 for the same
periods in 2002.  This  decrease is due  primarily  to ongoing  efforts  made by
Management to decrease Geo's administrative expenses.

A loss from  impairment  in the amount of  $159,851  was  recorded in the second
quarter  of 2002 to write off the  remaining  cost  basis of the waste  disposal
property.  This asset was  seriously  impaired by the order from the  California
Department of Conservation to cease operations as discussed above.

Reorganization  items  decreased  from  $8,752 and $14,155 for the three and six
months  ended June 30,  2001 to $142 and  $3,746  for the same  periods in 2002.

                                       16
<PAGE>

Reorganization  items represent the minimal ongoing costs incurred in connection
with the  bankruptcy  filings and  reorganization  of the  Company.  These costs
should decrease to zero in the near future.

CAPITAL RESOURCES AND LIQUIDITY.

FINANCIAL POSITION. As of June 30, 2002 the Company had cash or cash equivalents
of $4,859 and current  assets of $45,835 and total assets of $629,392.  Although
cash  increased a small  amount,  current  assets and total assets  decreased by
$60,777 and $238,314, respectively. The decrease in current assets is the result
of collection of receivables and  amortization  of prepaid assets.  Total assets
decreased  primarily  due  to  the  write-off  of the  waste  disposal  property
resulting  in a loss of $159,851.  As of June 30, 2002,  the Company had current
liabilities totaling $490,269. This represents an increase of $14,245.

Geo  continues  to  operate  at a  deficit  and  as of  June  30,  2002,  had an
accumulated deficit of $11,928,639.  For the six months ended June 30, 2002, Geo
had negative cash flows from  operating  activities  of $314,322.  This includes
expenditures for lease operations,  payroll,  professional  fees,  impairment of
assets and general and administrative expenses.

Investing  activities during the six months ended June 30, 2002 was comprised of
costs  incurred and  capitalized as part of the Company's oil and gas properties
full cost pool in the amount of $8,000.

Management does not believe that current assets provide the necessary  liquidity
and capital to fund current  growth plans.  Geo is actively  seeking  additional
debt and/or equity financing to continue  operations and fund future growth. The
need for additional  capital in the future is greater  without  revenue from the
waste disposal property.

Another  potential source of liquidity is the future cash flow from the Kentucky
property.  During the first  quarter of 2002,  Geo and its  partners  funded and
began the  completion  of a deep test well located in the  southern  part of the
Illinois Basin in Kentucky,  the J.H.  Brooks No. 1. Although  completion of the
well was delayed by severe  weather in the area,  the well is now in the process
of undergoing  flow  testing.  Management  expects the well to begin  generating
revenue  sometime  in the fall of 2002.  Geo owns an  option  for a 25%  carried
working   interest   in  the  J.H.   Brooks   #1.The  well  is  located  on  the
Hammonville-Magnolia  lease block, which extends over a fifty thousand acre area
of interest.  Geo expects to participate in another deep gas well later in 2002.
Cash flow from these wells will provide Geo necessary  operating  capital during
2002 and into the future.

INFLATION. In recent years inflation has not had a significant impact on us, our
operations or our financial condition.

TRENDS.  During  2001,  oil prices  declined to a low of $17.48 per barrel (West
Texas Intermediate spot price) in November 2001. Although recent spot prices for
WTI have recovered to approximately $26 per barrel, they have not approached the
high price of $34.12  experienced in March 2000.  This decrease has affected the
operational  viability of Geo's existing oil properties.  In addition,  2001 saw
the average price of natural gas fall from $6.37 per MCF in the first quarter of
2001 to $2.51 by the end of the year. Despite these downward trends, prices seem
to have stabilized and it is unlikely that they will fall to former lows seen in
earlier years. Forecasts published by the DOE Energy Information  Administration
project prices for WTI to range between $27 and $30 per barrel while natural gas
prices are  projected to range  between  $2.78 and $3.25 per MCF during the next
twelve  months.  The  average  price  for WTI in July  2002 was $27  while  spot
wellhead  prices for natural gas have been weaving above and below $3.00 per MCF
since mid-March. This sharp price volatility, which occurred over the spring and
early summer months, has recently become calmer now that the summer is more than
half over and a clearer picture of the likely winter storage situation emerges.

                                       17
<PAGE>


                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time,  we may be involved  in legal  proceedings,  including  those
arising from our  operations  and the amounts due  suppliers or royalty  owners.
None of such proceedings are generally  considered material to our operations or
financial condition.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)   Exhibits

         None.

        (b)   Reports on Form 8-K

         None.
                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                                  Geo Petroleum, Inc.,
                                                  a California corporation



August 16, 2002                          By:      /s/ Dennis Timpe
                                                  --------------------------
                                                  Dennis Timpe
                                                  Its:  President and a Director



                                       18
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Quarterly  Report of GEO  Petroleum  Inc., a California
corporation (the  "Company"),  on form 10-Q for the period ending June 30, 2002,
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  I, Dennis Timpe,  Chief Executive  Officer of the Company,  certify,
pursuant  to 18  U.S.C.  ss.  1350,  as  adopted  pursuant  to  ss.  906  of the
Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities  Exchange Act of 1934; and (2) The  information  contained in the
Report, fairly presents,  in all material respects,  the financial condition and
result of operations of the Company.

August 16, 2002                                By:  /s/ Dennis Timpe
                                                    --------------------------
                                                    Dennis Timpe
                                                    Its: Chief Executive Officer




                                       19