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

                                   FORM 10-QSB/A








(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2001


( ) 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)



                      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 March 31, 2001, there were
18,665,305 shares of the issuer's $.001 par value common stock issued and
outstanding.




                                       1
<PAGE>


                          INDEX TO QUARTERLY REPORT ON
                                   FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001



                                                                           PAGE
                                                                        --------

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

Item 1.       Financial Statements (Unaudited)

Balance Sheet at March 31, 2001
Statement of Operations for the three months ended March 31, 2001 and 2000
Statement of Cash Flows for the three months ended March 31, 2001 and 2000

Notes to the Financial Statements


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


PART II - OTHER INFORMATION...................................................14

Item 1.       Legal Proceedings

Item 2.       Changes in Securities

Item 3.       Defaults Upon Senior Securities

Item 4.       Submission of Matters to Vote of Security Holders

Item 5.       Other Information

Item 6.       Exhibits and Reports on Form 8-K


SIGNATURES....................................................................15










                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements






                               Geo Petroleum, Inc.

                              Financial Statements

                                   (Unaudited)

                            As of March 31, 2001 and
        For Each of the Three Month Periods Ended March 31, 2001 and 2000







                                       3
<PAGE>




                               Geo Petroleum, Inc.

                        Index to the Financial Statements

                                   (Unaudited)
                            As of March 31, 2000 and
        For Each of the Three Month Periods Ended March 31, 2001 and 2000




     Financial Statements of Geo Petroleum, Inc.:


         Balance Sheet (Unaudited) March 31, 2001.............................5



         Statements  of  Operations  (Unaudited)  For Each of the Three
           Month Periods Ended March 31, 2001 and 2000........................6



          Statements  of  Shareholders'   Equity  (Unaudited)  For  the
           Three Month Period Ended March 31, 2001............................7



          Statements  of Cash Flows  (Unaudited)  For Each of the Three
           Month Periods Ended March 31, 2001 and 2000........................8



     Notes to the Financial Statements........................................9




                                       4
<PAGE>



                               Geo Petroleum, Inc.
                                  Balance Sheet
                                   (Unaudited)
                                 March 31, 2001

--------------------------------------------------------------------------------





                                     ASSETS

Current assets:
Cash and equivalents                                               $     11,632
Accounts receivable, net of allowance for
doubtful accounts of $0                                                  69,331
Prepaid legal and consulting fees                                       120,488
Other prepaid expenses                                                    8,856
                                                                 ---------------
Total current assets                                                    210,307
                                                                 ---------------
Restoration and utility deposits                                        289,902
                                                                 ---------------
Property and equipment:
Oil and gas properties                                                  274,226
Vehicles                                                                 36,884
Facilities and equipment                                                185,447
                                                                 ---------------
Total property and equipment                                            496,557
Less: accumulated depreciation and depletion                            (27,565)
                                                                 ---------------
Total property and equipment, net                                       468,992
                                                                 ---------------
Total assets                                                       $    969,201
                                                                 ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable:
Trade and other                                                    $    177,079
Related party                                                            54,805
Accrued expenses                                                        117,811
Line of credit - related party                                           85,000
Other liabilities                                                         4,300
Note payable - other, current portion                                    19,316
                                                                 ---------------
Total current liabilities                                               458,311
Note payable - other, net of current portion
Accrued liabilites, related party
                                                                 ---------------
Total liabilities                                                       458,311
                                                                 ---------------

Shareholders' equity:
Preferred stock; no par value; 100,000 shares
authorized; no shares issued and outstanding at March 31, 2001.               -
Common stock; no par value; 50,000,000 shares
authorized; 18,665,305 shares issued and
outstanding at March 31, 2001.                                       11,472,542
Accumulated deficit                                                 (10,961,651)
                                                                 ---------------
Total shareholders' equity                                              510,891
                                                                 ---------------
Total liabilities and shareholders' equity                         $    969,201
                                                                 ===============






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


                                       5
<PAGE>




                              Geo Petroleum, Inc.
                            Statements of Operations
                                  (Unaudited)
       For Each of the Three Month Periods Ended March 31, 2001 and 2000

--------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                     For the Three Month Periods Ended March 31,
                                     -------------------------------------------
                                                  2001              2000
                                             ---------------    --------------
<S>                                               <C>                <C>
Revenues:
Oil and gas sales                             $         132     $         330
Waste water disposal services                        59,427               702
Other revenue                                                          10,663
                                             ---------------    --------------
Total revenues                                       59,559            11,695
                                             ---------------    --------------
Expenses:
Lease operating expenses                            121,679            46,825
Lease environmental remediation expenses             10,189                 -
Depletion and depreciation                            5,138                 -
Professional fees                                   116,667                 -
General and administrative                          109,423            88,335
                                             ---------------    --------------
Total expenses                                      363,096           135,160
                                             ---------------    --------------
Loss from operations                               (303,537)         (123,465)
                                             ---------------    --------------
Reorganization items:
Professional fees                                    (5,403)          (53,482)
                                             ---------------    --------------
Total reorganization items                           (5,403)          (53,482)
                                             ---------------    --------------
Other income (expenses):
Interest income                                       2,305             1,781
Interest expense                                     (1,127)           (1,056)
                                             ---------------    --------------
Total other income (expense)                          1,178               725
                                             ---------------    --------------
Loss before provision for income taxes             (307,762)         (176,222)
Provision for income taxes                                                  -
                                             ---------------    --------------
Net loss                                      $    (307,762)     $   (176,222)
                                             ===============    ==============

Net loss per share, basic and diluted         $      (0.017)     $     (0.010)
                                             ===============    ==============
</TABLE>




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


                                       6
<PAGE>



                               Geo Petroleum, Inc.
                            Statements of Operations
                                   (Unaudited)
        For Each of the Three Month Periods Ended March 31, 2001 and 2000

--------------------------------------------------------------------------------




<TABLE>
<CAPTION>


                                          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                         297,500           148,749                             148,749
Common shares issued for services            215,000            98,500                              98,500
Net loss                                                                         (307,762)        (307,762)
                                      ---------------  ----------------  -----------------  ---------------
Balance, March 31, 2001                $  18,690,305     $  11,472,542     $  (10,961,651)     $   510,891
                                      ===============  ================  =================  ===============
</TABLE>


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


                                       7
<PAGE>





                               Geo Petroleum, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
        For Each of the Three Month Periods Ended March 31, 2001 and 2000

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              For the Three Month Periods Ended March 31,
                                                             -----------------------------------------------
                                                                        2001                2000
                                                                  -----------------    ----------------
<S>                                                                      <C>                 <C>
Cash flows from operating activities:
Net loss                                                             $ (307,762)         $ (176,222)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation                                                              5,138                   -
Provision for uncollectible accounts receivable                               -               4,069
Common shares issued for services                                        48,500                   -
Decrease (increase) in assets:
Accounts receivable                                                     (35,370)             35,000
Prepaid expenses                                                         54,884               3,634
Restoration and utility deposits                                          1,034             (30,031)
Note receivable                                                           7,100                   -
Increase (decrease) in liabilities:
Accounts payable - trade                                                 16,178              68,796
Accrued expenses                                                         26,175             (46,487)
Income tax payable                                                            -              (3,839)
Other liabilities                                                             -            (156,446)
                                                                  -----------------    ----------------
Net cash used in operating activities                                  (184,123)           (301,526)
                                                                  -----------------    ----------------
Cash flows provided by (used in) investing activities:
Purchases of facilities and equipment                                      (972)            (18,197)
Capital expenditures on oil and gas properties                          (12,915)                  -
                                                                  -----------------    ----------------
Net cash used in investing activities                                   (13,887)            (18,197)
                                                                  -----------------    ----------------
Cash flows provided by (used in) financing activities:
Proceeds from issuance of a note payable                                                              -
Proceeds from line of credit - related party                                                          -
Payments on notes payable                                                (9,280)             (6,405)
Net proceeds from the issuance of common stock                          148,749             241,020
                                                                  -----------------    ----------------
Cash provided by financing activities                                   139,469             234,615
                                                                  -----------------    ----------------
Net increase (decrease) in cash                                         (58,541)            (85,108)
Cash and equivalents at beginning of year                                70,173             436,916
                                                                  -----------------    ----------------
Cash and equivalents at end of year                                 $    11,632         $   351,808
</TABLE>


                Supplemental Disclosures of Cash Flow Information


                             For the Three Month Periods Ended March 31,
                            -----------------------------------------------
                                       2001                2000
                                 ----------------    ----------------

Interest paid                                 -        $     1,058
Income taxes paid                             -                  -


      Supplemental Disclosure of Non-Cash Investing and Financing Activities

Issuance of common stock for prepaid
legal fees:
      Prepaid legal and consulting fees              $ 50,000                  -
      Issuance of common stock                      $ (50,000)                 -




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


                                       8
<PAGE>





                               Geo Petroleum, Inc.

                        Notes to the Financial Statements

                                   (Unaudited)

                            As of March 31, 2001 and
        For Each of the Three Month Periods Ended March 31, 2001 and 2000



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 March 31, 2001, the results of its
     operations, shareholders' equity, and cash flows for the three month
     periods ended March 31, 2001 and 2000. 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, 2000
     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.   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.

     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 March 31, 2001,
     the Company had approximately $11,970 in excess of FDIC insured limits. The
     Company has not experienced any losses in such accounts.



                                        9
<PAGE>



3.   Commitments and Contingencies, Continued
     ----------------------------------------

     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.

4.   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.

5.   Loss Per Share
     --------------

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



                                       10
<PAGE>



5.   Loss Per Share, Continued
     -------------------------

     The computations of basic and diluted loss per common share are as follows:

<TABLE>
<CAPTION>
                                                          For the Three Month Periods Ended March 31,
                                                          -------------------------------------------
                                                                    2001             2000
                                                               -------------     -------------
<S>                                                                <C>              <C>
Numerator:
     Net loss available to common shareholders                  $   (307,762)    $  (176,222)
Denominator:
     Weighted-average shares basic and diluted                    18,535,333      15,483,795
                                                                -------------     ----------
Loss per common share, basic and diluted                        $     (0.017)    $    (0.01)
                                                                =============    ============
</TABLE>


     The following additional potential common shares were outstanding during
     2001 and 2000, but were not included in the computation of diluted loss per
     share, because to do so would have been antidilutive for the periods
     presented.
                                     For the Three Month Periods Ended March 31,
                                     -------------------------------------------
                                                   2001             2000
                                              -------------     -------------

Shares of common stock issuable under:
    Warrants                                         655,151          856,821
    Options                                        4,000,000        4,000,000
                                              --------------    -------------

    Total shares of common stock issuable          4,655,151        4,856,821
                                              ==============    =============

7.   Stock and Warrant Transactions
     ------------------------------

     Common Shares Sold to Private Investors


     During the quarter ended March 31, 2001, the Company sold 297,500 shares of
     its common stock at $0.50 per share to private investors and received total
     cash proceeds of $148,749.

     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.





                                       11
<PAGE>





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

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. Our Vaca Tar Sands and Rosecrans
properties each require significant cash expenditures to operate and develop.
During the year 2000, we produced and sold small amounts of oil from our Vaca
properties, none from our Rosecrans properties and steadily increased our
revenues from our Waste Disposal operations. The results of our operations for
the first quarter of 2001 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. Pursuant to the
Plan of Reorganization, during the year 2000 we issued 803,674~shares of our
common stock to our creditors and we are required to issue an additional
1,096,326~shares to our creditors. We expect to issue such shares during the
first half of 2001. 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. Our president does not receive cash
compensation. Were it not for the fact that we have sold equity during the year
2000, the Company would not be able to continue operating. At year-end 2000,
only our waste disposal facility was producing significant revenues.

Results of Operations. The following discussion and analysis for the two
quarters ended March 31, 2001 and March 31, 2000, are to be read in combination
with the Financial Statements presented elsewhere herein.






                                       12
<PAGE>






First quarter 2001 compared with first quarter 2000. During the quarter ended
March 31, 2001, we had a net loss of $307,762 compared to a net loss of $176,222
for the comparable 2000 period. Revenues from our waste disposal perations
increased from $702 for the 2000 period, to $59,427 for the first quarter of
2001. There were no revenues from oil and gas operations during the first
quarter of 2001 or 2000. We renewed limited operation of the Vaca Tar Sands Unit
during the last quarter of 2000 but ceased operations in December due to
excessive operating costs.

Lease operating expenses increased from $46,825 for the first quarter of 2000 to
$121,679 for the period in 2001. This increase is due to the fact that we had no
significant operations during the first quarter of 2000. Although activity
during 2001 was severely limited, the increase in lease operating costs reflects
this increase in activity. Salaries and wages nearly doubled in 2001 compared to
the same period in 2000. Also, as further discussed below, there was a
substantial increase in the cost of natural gas used in operations.

Lease environmental costs were incurred during the first quarter of 2001 in the
amount of $10,189. These represent costs incurred to begin cleaning up the
Rosecrans property to allow for future operation.

General and administrative expenses increased from $88,335 for the period in
2000 to $109,423 for 2001. This increase is due primarily to the fact that our
operations were just beginning during 2000 as we emerged from bankruptcy in
December 1999. Also, legal and accounting expenses for the first quarter of 2001
were greater than the same period in 2000 because the annual audit and SEC
filings were accomplished on a timely basis in 2001. Most of these expenses were
accrued during the final quarter of 2000 as we successfully completed all
delinquent filing requirements. These costs are reflected on the Statement of
Operations as Professional Fees in the amount of $116,667. We expect these
expenses to decrease substantially in the future.

Reorganization items decreased from $53,482 in 2000 to $5,403 in 2001 as the
bankruptcy proceedings were complete and minimal ongoing costs were incurred in
2001.

Capital Resources and Liquidity

Financial position. As of March 31, 2001, our working capital was $(247,904)
compared to $2,745 as of March 31, 2000. Working capital was provided during the
first quarter of 2001 by the infusion of additional equity in the amount of
$234,749. This additional capital combined with $33,074 of additional current
liabilities was used to offset the first quarter operating loss of $295,262.

We spent the first quarter of 2001 searching for new financing opportunities to
facilitate resumption of operations on the Rosecrans property, and to provide
funding for possible new acquisitions. A letter agreement with Virginia Capital
Corp. has been signed to assist us with our ongoing efforts to obtain both
equity and/or debt financing.

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

Trends. Two trends have had a significant impact on our operations. First the
price of crude oil rose to a high of $34.12 per barrel in 2000 and has remained
high in 2001. The high spot price for NYMEX sweet crude was $32.19 in January,
2001. Forecasts predict future oil prices to remain in the range between 25$ and
$32 per barrel. The other significant trend is the rapid increase in the price
of natural gas. As a purchaser of natural gas for operations, the sharp rise in
gas prices has resulted in curtailment of production on the Vaca Tar Sands Unit.
Last winter (October 2000-March 2001) natural gas prices at the wellhead
averaged $5.74 per thousand cubic feet, more than double the previous winter's
price. Natural gas prices began climbing last summer primarily in response to
low levels of underground gas storage. Compared to this time last year, storage
levels are still low. As a result, spot prices are currently averaging about
$5.00 per thousand cubic feet. We currently have no gas production; however, we
are investigating possible acquisitions that could produce natural gas for
either sale or to reduce operating costs on the Vaca Tar Sands Unit.






                                       13
<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.

During the first quarter of 2001, we sold a total of 297,000 shares of our
common stock for net proceeds to the company of $148,750. The shares were sold
in reliance on an exemption from the registration and prospectus delivery
requirements of the Securities Act of 1933 specified in Section 4(2) of the Act.
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.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

No matters were submitted for a vote of our security holders during the first
quarter of 2001.

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

      2. Plan of Reorganization of Geo Petroleum, Inc. dated October 12, 1999,
      and confirmed by the U.S. Bankruptcy Court for the Central District of
      California, Santa Barbara Division, on December 15, 1999, was previously
      filed as an exhibit to our Annual Report on Form 10-KSB for the year ended
      December 31, 1999 and is incorporated herein by this reference.

      3. Our Articles of Incorporation, and the First, Second and Third
      Amendments to our Articles of Incorporation, as well as our Bylaws, were
      filed as exhibits to our Form 10 Registration Statement dated June 6, 1996
      and are incorporated herein by this reference.

     4. Not applicable

     9. Not applicable

     10. None

     11. Included in financial statements in Part I, Item 1 above.

     15. Included in financial statements in Part I, Item 1 above.

     18. Not applicable

     19. None

     22. Not applicable

     23. Not applicable




                                       14
<PAGE>







     24. Not applicable

    (b)We did not file any reports on Form 8-K during the first quarter of 2001.

                                                      SIGNATURES

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

                                             Geo Petroleum, Inc.,
                                             a California corporation



May 21, 2001                        By:      /s/ Dennis Timpe
                                    ------------------------------------------
                                             Dennis Timpe
                                             Its:     President and a Director








                                       15
<PAGE>