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 SEPTEMBER 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 September 30, 2002, there
were  22,353,801  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                                                1


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



      Balance Sheet (Unaudited) September 30, 2002                            1


      Statements of Operations (Unaudited) For Each of the Three and
        Nine Month Periods Ended September 30, 2002 and 2001                  3


      Statements of Shareholders' Equity (Unaudited) For
        the Nine Month Period Ended September 30, 2002                        5


      Statements of Cash Flows (Unaudited) For Each of the
        Nine Month Periods Ended September 30, 2002 and 2001                  6


      Notes to the Financial Statements                                       8

Item 2.  Management Discussion and Analysis of Financial
Condition and Results of Operations.                                          14

PART II  Other Information                                                    18

SIGNATURES                                                                    19

CERTIFICATION OF STATEMENT                                                    20

<PAGE>
<TABLE>
<CAPTION>

                               GEO PETROLEUM, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)

                            AS OF SEPTEMBER 30, 2002
--------------------------------------------------------------------------------


                                     ASSETS

Current assets:
<S>                                                                                           <C>
      Cash and equivalents                                                                    $           3,144
      Accounts receivable, no allowance for doubtful accounts                                             4,472
      Prepaid legal and consulting fees                                                                  17,186
      Other prepaid expenses                                                                              7,925
                                                                                              -----------------

           Total current assets                                                                          32,727
                                                                                              -----------------


Restoration and utility deposits                                                                        272,030
                                                                                              -----------------

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

           Total property and equipment                                                                 341,259

                Less: accumulated depreciation and depletion                                           (31,471)
                                                                                              -----------------
Total property and equipment, net                                                                       309,788
                                                                                              -----------------

TOTAL ASSETS                                                                                  $         614,545
                                                                                              =================

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

                                        1
<PAGE>
<TABLE>
<CAPTION>

                               GEO PETROLEUM, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)


                            AS OF SEPTEMBER 30, 2002
--------------------------------------------------------------------------------


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable:
<S>                                                                                           <C>
           Trade and other                                                                    $         159,491
           Accrued expenses                                                                             246,606
           Line of credit - related party                                                                34,539
           Other liabilities                                                                             44,300
           Note payable - other, current portion                                                         31,400
                                                                                              -----------------

                Total current liabilities                                                               516,336
                                                                                              -----------------


TOTAL LIABILITIES                                                                                       516,370

Shareholders' equity:
      Preferred stock; no par value; 100,000 shares
        authorized; no shares issued and outstanding at
        September 30, 2002.                                                                            -
      Common stock; no par value; 50,000,000 shares
        authorized; 22,353,801 shares issued and outstanding
        at September 30, 2002.                                                                      12,237,175
      Accumulated deficit                                                                          (12,138,966)
                                                                                              -----------------

SHAREHOLDERS' EQUITY                                                                                     98,209


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                    $         614,579
                                                                                              =================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------

                                                      For the Three-Month Period Ended          For the Nine-Month Period Ended
                                                      --------------------------------          -------------------------------
                                                   September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                                   ------------------   ------------------   ------------------   ------------------

<S>                                                  <C>                <C>                <C>                         <C>
Revenues:
  Oil and gas sales                                       -                      8,491            -            $         8,623
  Waste water disposal services                      $        1,486     $       86,734     $        118,721            208,631
       Total revenues                                         1,486             95,225              118,721            217,254
                                                    ----------------   ---------------     ----------------   ----------------
Expenses:
   Lease operating expenses                                  124,089             89,405              408,031            279,028
   Lease environmental remediation expenses                   21,116              1,500               45,239              1,500
   Depletion and depreciation                                  1,882              5,138               12,304             15,414
   Professional fees                                          26,884             56,482              127,152            227,611
   General and administrative                                 36,038             68,792              105,917            245,778
   Loss from asset impairment                              -                  -                      159,851          -
                                                     ----------------   ---------------     ----------------   ----------------
        Total expenses                                       210,009            221,317              858,494            769,331
                                                     ----------------   ---------------     ----------------   ----------------
Loss from operations                                        (208,523)          (126,092)            (739,773)          (552,077)
                                                     ----------------   ---------------     ----------------   ----------------

Reorganization items:

      Professional fees                                        2,165             21,618                5,911             35,773
                                                     ----------------   ---------------     ----------------   ----------------
           Total reorganization items                          2,165             21,618                5,911             35,773
                                                     ----------------   ---------------     ----------------   ----------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------


                                                      For the Three-Month Period Ended          For the Nine-Month Period Ended
                                                      --------------------------------          -------------------------------
                                                   September 30, 2002   September 30, 2001   September 30, 2002   September 30, 2001
                                                   ------------------   ------------------   ------------------   ------------------

<S>                                                  <C>                <C>                <C>                         <C>
Other income (expense):
      Interest income                               $     718            $        1,522         $        4,197      $       7,904
      Interest expense                                   (357)                   (4,684)                (3,986)            (9,958)
                                                    ------------------   ------------------   ------------------   -----------------
           Total other income (expense)                   361                    (3,162)                   211             (2,054)
                                                    ------------------   ------------------   ------------------   -----------------
Loss before provision for income taxes               (210,327)                 (150,872)              (745,473)          (589,904)
Provision for income taxes                                -                     -                          800                440
                                                    ------------------   ------------------   ------------------   -----------------
NET LOSS                                            $(210,327)           $     (150,872)        $     (746,273)     $    (590,344)
                                                    ==================   ==================   ==================   =================

NET LOSS PER SHARE, BASIC AND DILUTED               $   (0.01)           $        (0.01)        $        (0.04)     $       (0.03)
                                                    ==================   ==================   ==================   =================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

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

               FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2002
--------------------------------------------------------------------------------

                                                                     Common            Common          Accumulated
                                                                     Shares             Stock            Deficit           Total
                                                               ---------------  ----------------   -----------------   ------------
<S>                                                               <C>                <C>             <C>                    <C>
BALANCE, DECEMBER 31, 2001                                        19,211,955         11,667,182      (11,392,693)           274,489
      Common shares issued in a private placement                  2,848,498            427,276            -                427,276
      Common shares issued in satisfaction of a liability            173,500             54,805            -                 54,805
      Common shares issued for services                              374,550             87,912            -                 87,912
      Common shares retired that were originally issued
        pursuant to the confirmed plan of reorganization
        but that were not required                                  (254,702)             -                -                   -
      Net loss                                                         -                  -             (746,273)          (746,273)
                                                               ---------------   ---------------   ------------------  ------------
BALANCE, SEPTEMBER 30, 2002                                       22,353,801     $   12,237,175    $ (12,138,966)      $     98,209
</TABLE>
    The accompanying notes are an integral part of the financial statements.

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

      FOR EACH OF THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------


                                                                               For the               For the
                                                                             Nine-Month            Nine-Month
                                                                             Period Ended         Period ended
                                                                          September 30, 2002     September 30, 2001
                                                                       -----------------------  ---------------------


Cash flows from operating activities:
<S>                                                                             <C>                  <C>
      Net loss                                                                  $ (746,273)          $(590,344)
      Adjustments to reconcile net loss to net cash used in
        operating activities:
           Depreciation                                                             12,304              15,414
           Loss from asset impairment                                              159,851              -
           Common shares issued for services                                        87,912              48,500
           Common shares issued for satisfaction of liability                       54,805              -
      Decrease (increase) in assets:
           Accounts receivable                                                      63,810             (16,528)
           Prepaid legal and consulting fees                                       (17,186)            148,147
           Other prepaid expenses                                                   43,944               9,000
           Restoration and utility deposits                                          (500)              19,544
      Increase (decrease) in liabilities:
           Trade and other                                                        (113,909)            104,860
           Accounts payable, related party                                         (54,805)             -
           Accrued expenses                                                        141,372              -
           Line of credit - related party                                          (87,263)             -
           Other liabilities                                                        40,000             (19,974)
           Note payable - other, current portion                                    31,400              -


Net cash used in operating activities                                             (384,538)           (281,415)
                                                                       -----------------------  ---------------------

Cash flows provided by (used in) investing activities:

      Purchase of facilities and equipment                                            -                   (972)
      Capital expenditures on oil and gas properties                               (40,000)            (43,940)
      Payments on notes receivable                                                    -                  7,100
                                                                       -----------------------  ---------------------

Net cash used in investing activities                                              (40,000)            (37,812)
                                                                       -----------------------  ---------------------
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                        6
<PAGE>
<TABLE>
<CAPTION>
                               GEO PETROLEUM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

      FOR EACH OF THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------


                                                                               For the               For the
                                                                             Nine-Month            Nine-Month
                                                                             Period Ended         Period ended
                                                                          September 30, 2002     September 30, 2001
                                                                       -----------------------  ---------------------
Cash flows provided by (used in) financing activities:
<S>                                                                     <C>                      <C>
      Payments on line of credit - related party                               -                $      30,000
      Payments on notes payable                                                -                      (23,670)
      Net proceeds from the issuance of common stock                    $      427,276                242,690
                                                                       -----------------------  ---------------------

Cash provided by financing activities                                          427,276                249,020
                                                                       -----------------------  ---------------------


Net increase (decrease) in cash                                                  2,738                (70,207)


Cash and equivalents at beginning of year                                          406                 70,173
                                                                       -----------------------  ---------------------


Cash and equivalents at end of year                                     $        3,144          $        (34)
                                                                       =======================  =====================


                Supplemental Disclosures of Cash Flow Information


Interest paid                                                           $        3,986          $       2,654

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                                            $       40,000                   -
      Notes payable, current portion                                    $      (40,000)                  -

Issuance of common stock for satisfaction of liability:

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

Issuance of common stock for services:

      Engineering and consulting expense                                        87,912                   -
      Common stock                                                             (87,912)                  -

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

                                        7
<PAGE>

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

                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 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 September 30, 2002, the results of its
      operations,   shareholders'  equity,  and  cash  flows  for  each  of  the
      nine-month periods ended September 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, 2001  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
      -----------------------------

      Litigation

      The  Company is a  defendant  in a criminal  action  filed by the State of
      California  arising out of the  Company's  failure to plug and abandon two
      oil well sites located in the Rosecrans Oil Fields in Los Angeles  County.
      To date, one of the two oil wells has been plugged, and plans are underway
      to plug the second oil well and  complete  the  abandonment  process.  The
      Company has accrued at September 30, 2002, $35,000,  which it estimates is
      necessary  to  complete  the work  required  on this  matter.  The Company



                                       8
<PAGE>
4.    COMMITMENTS AND CONTINGENCIES, CONTINUED
      ----------------------------------------

      LITIGATION, CONTINUED

      believes  that  the  remaining  work  can be  completed  and the  criminal
      proceedings  dismissed  prior  to the  trial  setting  conference  on this
      matter, which is scheduled in January 2003.


      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
      September 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.

                                       9
<PAGE>
                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------


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

      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.


5.    INCOME TAXES
      ------------

      Reconciliation  of the effective tax rate to the U.S.  statutory  rate for
      the three and nine month periods  ended  September 30, 2002 and 2001 is as
      follows:

<TABLE>
<CAPTION>
                                                                    2002                   2001
                                                               --------------         --------------
<S>                                                                 <C>                    <C>
           Tax expense at U.S. statutory rate                       34.0%                  34.0%
           Valuation allowance                                     (34.0)                 (34.0)
                                                               --------------         --------------

           EFFECTIVE INCOME TAX RATE                                 -  %                   -  %
                                                               --------------         ==============
</TABLE>
6.    RELATED PARTY TRANSACTIONS
      --------------------------


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


7.    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.


                                       10
<PAGE>
                               GEO PETROLEUM, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (UNAUDITED)

                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------

7.    LOSS PER SHARE, CONTINUED
      -------------------------
<TABLE>
<CAPTION>
      The computations of basic and diluted loss per common share are as follows:

                                                                               For the              For the
                                                                             Three-Month           Three-Month
                                                                             Period Ended         Period Ended
                                                                          September 30, 2002    September 30, 2001
                                                                         --------------------   -------------------
           Numerator:
<S>                                                                     <C>                     <C>
                Net loss available to common shareholders               $        (210,327)      $     (150,872)

           Denominator:

                Weighted-average shares basic and diluted                       21,917,026          18,890,133

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

           Numerator:
                Net loss available to common shareholders               $        (746,273)      $     (590,344)

           Denominator:

                Weighted-average shares basic and diluted                       21,090,888          18,775,795

           LOSS PER COMMON SHARE, BASIC AND DILUTED                     $           (0.04)      $        (0.03)
                                                                        ===================    =====================

</TABLE>
      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 Nine-Month       and Nine-Month
                                                                             Periods Ended        Periods Ended
                                                                          September 30, 2002    September 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>
                                       11
<PAGE>

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

                          AS OF SEPTEMBER 30, 2002 AND
 FOR EACH OF THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
--------------------------------------------------------------------------------

8.    STOCK AND WARRANT TRANSACTIONS
      ------------------------------

      COMMON SHARES SOLD IN A PRIVATE PLACEMENT

      During the  nine-month  period ended  September 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.  In  September  2001,  the
      Company sold 312,926  shares of its common stock to private  investors and
      received cash proceeds of $46,939.


      During the  nine-month  period ended  September 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.  During the
      three-month  period ended  September  30,  2002,  the Company sold 669,999
      shares of its common stock in a private  placement for total cash proceeds
      of $100,500.


      COMMON SHARES ISSUED FOR SERVICES

      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 three month period ended September 30, 2002
      the Company  also issued  294,550  shares of its common stock for services
      valued at $68,912.


      COMMON SHARES ISSUED IN SATISFACTION OF DEBT

      During the nine-month  period ended September 30, 2002, the Company issued
      173,500  shares of common stock in  satisfaction  of amounts due a related
      party of $54,805.


9.    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.


                                       12
<PAGE>
9.    ORDER BY THE STATE OF CALIFORNIA, CONTINUED
      -------------------------------------------

      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 September 30, 2002.



                                       13
<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 Vaca Tar Sands.  Additionally,  that Order revoked the Vaca Tar
Sands Unit Class II Commercial  Waste Water  Disposal  Permit  granted to us and
dated June 16, 2000.

                                       14
<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 Vaca 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 Vaca 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  SEPTEMBER 30, 2002 COMPARED TO QUARTER ENDED  SEPTEMBER 30, 2001;
NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001.  During  the  quarter  ended  September  30,  2002,  Geo had a net loss of
$210,327 compared to a net loss of $150,872 for the comparable 2001 period.  For
the nine  months  ended  September  30,  2002,  Geo had a net  loss of  $746,473
compared to a net loss of $590,344  for the same period in 2001.  Revenues  from
waste disposal operations  decreased from $86,734 for the third quarter of 2001,
to $1,486 for the three months ended  September 30, 2002. The nine-month  period
ended  September 30, 2002 also reflected a decrease in waste  disposal  revenues
from  $208,631  in 2001 to  $118,721  in 2002.  These  increased  net losses and
decreased  revenues  are due  primarily  to the  fact  that the  waste  disposal
property has ceased  operation due to an order by the  California  Department of
Conservation  in July directing Geo to cease  injecting waste into Vaca disposal
wells.  Further,  this 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  caused the serious  impairment of the waste
disposal  property  and it was written off in the quarter  ended June 30,  2002.
There were no significant  revenues from oil and gas operations during the first
nine months of 2002 or 2001.  A small  amount of revenue from the sale of oil in
the amount of $8,491 was recognized in the third quarter of 2001. There has been
no production or sales of oil in 2002.

Lease operating  expenses for the three and nine months ended September 30, 2002
increased to $124,089 and $408,031,  respectively, from $89,405 and $279,028 for
the  three  and nine  months  ended  September  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
incurred in  connection  with  settlement  to plug and abandon two wells.  Also,
additional  costs were incurred for consulting in connection  with leases on the
Rosecrans  property.  These cost  increases  were partly offset by reductions in
salaries and wages, repairs, and utilities.

Lease environmental costs for the three and nine months ended September 30, 2002
increased to $21,116 and $45,239,  respectively,  from $1,500 for both the three
and nine months ended September 30,  2001.This  increase  represents  additional
costs  incurred to  continue  cleaning up the  Rosecrans  property  and the cost
associated with a fire that occurred on the Rosecrans  property during the third
quarter of 2002.

Professional  fees  decreased  from  $56,482 and $227,611 for the three and nine
months ended September 30, 2001 to $26,884 and $127,152 for the 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 rendered was decreased.

General and administrative  expenses decreased from $68,792 and $246,250 for the
three and nine months ended  September  30, 2001 to $36,038 and $105,917 for the
same periods in 2002.  This decrease is due primarily to ongoing efforts made by
management to decrease Geo's administrative expenses.


                                       15
<PAGE>
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.  As discussed  above,  this asset was seriously  impaired by the order
from the California Department of Conservation to cease operations.

Reorganization  items  decreased from $21,618 and $35,773 for the three and nine
months  ended  September  30, 2001 to $2,165 and $5,911 for the periods in 2002.
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  September  30,  2002 the  Company  had cash or cash
equivalents  of $3,144  and  current  assets  of  $32,727  and  total  assets of
$614,545.  Although  cash  increased a small amount from $406 as of December 31,
2001 to $3,144 on September 30, 2002,  current assets and total assets decreased
by $87,830 and  $219,485,  respectively.  The decrease in current  assets is the
results of the  collection of receivables  and the expensing of prepaid  assets.
Total assets  decreased  primarily  due to the  write-off of the waste  disposal
property. As of September 30, 2002, the Company had current liabilities totaling
$516,370. This represents a decrease of $43,171 due primarily to the pay down of
a line of credit owed to a related party. This related party liability decreased
from  $121,802  at December  31, 2001 to $34,539 at  September  30,  2002.  This
decrease was partially offset by the incursion of additional liabilities related
to the  Rosecrans  property  in the amount of  $31,400  and  additional  accrued
expenses.

Geo  continues  to operate at a deficit and as of  September  30,  2002,  had an
accumulated  deficit of  $12,138,966.  For the nine months ended  September  30,
2002,  Geo had negative cash flows from operating  activities of $384,538.  This
includes  expenditures  for  lease  operations,   payroll,   professional  fees,
impairment of assets and general and administrative expenses.

Investing  activities  during  the nine  months  ended  September  30,  2002 was
comprised  of  the  incurrence  of a  liability  in the  amount  of  $40,000  in
connection  with the purchase of a fee interest in land related to the Rosecrans
property. This land holds one well that is not producing.

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.  Completion of the well was
delayed by severe weather in the area and other factors;  the well is now in the
process of undergoing  testing and  completion.  Management  expects the well to
begin  generating  revenue  sometime in the first  quarter of 2003.  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 in  sometime  during  2003.  Cash flow from these  wells will  provide  Geo
necessary operating capital in the future.

Other than as described  above,  there are no trends,  events,  or uncertainties
that are likely to have a material impact on the short or long term liquidity of
the  Company.  There are no known  trends,  events or  uncertainties  reasonably
expected to have a material  impact on the  revenues  or income from  continuing
operations of the Company.  Any income or loss generated will be from continuing
operations.

                                       16
<PAGE>
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 $3 and $4 per MCF during the next twelve
months.  The average price for WTI in September 2002 was approximately $27 while
spot wellhead prices for natural gas have been weaving above and below $3.50 per
MCF since  mid-September.  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.

We are a defendant in a criminal action filed by the State of California arising
out of our  failure  to plug and  abandon  two oil  well  sites  located  in the
Rosecrans Oil Fields in Los Angeles  County.  To date,  one of the two oil wells
has been  plugged,  and  plans  are  underway  to plug the  second  oil well and
complete the abandonment  process. We estimate that this work will cost $35,000.
We believe that the remaining work can be completed and the criminal proceedings
dismissed  prior  to the  trial  setting  conference  on this  matter,  which is
scheduled in January 2003.

From time to time,  we may be  involved in other  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  three-month  period ended September 30, 2002, we sold 669,999 shares
of our  common  stock at $.15 per share in a private  placement  for total  cash
proceeds of $100,500.  These shares were issued  pursuant to the  provisions  of
Section  4(2) of the  Securities  Act of  1933  and  Rule  506 of  Regulation  D
promulgated by the Securities and Exchange  Commission  pursuant thereto.  These
shares were offered to purchasers whom we believe are "accredited investors", as
that  term  is  defined  in  Rule  501  of   Regulation  D,  and  who  have  the
qualifications  necessary  to  permit  these  shares to be  offered  and sold in
reliance  upon  an  exemption  from   registration   pursuant  to  the  Act  for
transactions not involving any public offering.

During the  three-month  period ended  September 30, 2002 we also issued 294,550
shares of our common  stock for  services  valued at $68,912.  These shares were
issued  pursuant to the provisions of Section 4(2) of the Securities Act of 1933
and  Rule  506 of  Regulation  D  promulgated  by the  Securities  and  Exchange
Commission pursuant thereto.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

In January  2002,  we  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.  We are now in default
on the note.

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

     On August 7, 2002, we filed a Current Report on Form 8-K to disclose the
     order by the California Department of Conservation directing us to cease
     injecting waste into Vaca disposal wells.

                                       18
<PAGE>
                                   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

November 13, 2002                       By:    /s/ Dennis Timpe
                                               --------------------------
                                               Dennis Timpe
                                               Its: President and a Director

                                       19
<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 September 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.

November 13, 2002                           By:    /s/ Dennis Timpe
                                                   --------------------------
                                                   Dennis Timpe
                                                   Its:Chief Executive Officer




                                       20