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

                                   FORM 10-QSB








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



                      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 30,  2002,  there were
20,892,287  shares  of the  issuer's  no  par  value  common  stock  issued  and
outstanding.
<PAGE>
<TABLE>
<CAPTION>
                               Geo Petroleum, Inc.

                        Index to the Financial Statements

                                   (Unaudited)

                            As of March 31, 2002 and
        For Each of the Three Month Periods Ended March 31, 2002 and 2001




     Financial Statements of Geo Petroleum, Inc.:


<S>                                                                                                        <C>
         Balance Sheet (Unaudited) March 31, 2002...........................................................1



         Statements  of  Operations  (Unaudited)  For Each of the Three Month Periods Ended
           March 31, 2002 and 2001..........................................................................3



          Statements of Shareholders'  Equity  (Unaudited) For the Three Month Period Ended
           March 31, 2002...................................................................................4



          Statements  of Cash Flows  (Unaudited)  For Each of the Three Month Periods Ended
           March 31, 2002 and 2001..........................................................................5



     Notes to the Financial Statements......................................................................7
</TABLE>
<PAGE>
                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements
         --------------------

                               Geo Petroleum, Inc.
                                  Balance Sheet
                                   (Unaudited)
                                 March 31, 2002

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



                                     ASSETS

Current assets:
Cash and equivalents                                                  $ 26,438
Accounts receivable, net of allowance for
doubtful accounts of $0                                                 13,923
Prepaid legal and consulting fees                                        5,770
Other prepaid expenses                                                   3,919
                                                             ------------------
Total current assets                                                    50,050
                                                             ------------------
Restoration and utility deposits                                       271,747
                                                             ------------------
Property and equipment:
Oil and gas properties                                                 304,375
Vehicles                                                                36,884
Facilities and equipment                                               185,447
                                                             ------------------
Total property and equipment                                           526,706
Less: accumulated depreciation and depletion                           (49,974)
                                                             ------------------
Total property and equipment, net                                      476,732
                                                             ------------------
Total assets                                                         $ 798,529
                                                             ==================

   The accompanying notes are an integral part of the financial statements.
                                        1
<PAGE>
                               Geo Petroleum, Inc.
                                  Balance Sheet
                                   (Unaudited)
                                 March 31, 2002
--------------------------------------------------------------------------------


             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable:
Trade and other                                                   $ 122,342
Accrued expenses                                                    170,737
Line of credit - related party                                      113,819
Other liabilities                                                    44,300
Note payable - other, current portion                                33,800
                                                            ----------------
Total current liabilities                                           484,998
Note payable - other, net of current portion
Accrued liabilites, related party
                                                            ----------------
Total liabilities                                                   484,998
                                                            ----------------

Shareholders' equity:
Preferred stock; no par value; 100,000 shares
authorized; no shares issued and outstanding at
  March 31, 2002.                                                         -
Common stock; no par value; 50,000,000 shares
authorized; 20,892,287 shares issued and
  outstanding at March 31, 2002.                                 11,954,013
Accumulated deficit                                             (11,640,482)
                                                            ----------------
Shareholders' equity                                                313,531
                                                            ----------------
Total liabilities and shareholders' equity                        $ 798,529
                                                            ================


   The accompanying notes are an integral part of the financial statements.
                                        2
<PAGE>
<TABLE>
<CAPTION>
                               Geo Petroleum, Inc.
                            Statements of Operations
                                   (Unaudited)
        For Each of the Three Month Periods Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------



                                                      For the Three Month Periods Ended March 31,
                                                     -----------------------------------------------
                                                             2002                   2001
                                                       -----------------       ----------------
Revenues:
<S>                                                              <C>                    <C>
Oil and gas sales                                       $             -       $            132
Waste water disposal services                                    36,856                 59,427
Other revenue                                                         -                      -
                                                       -----------------       ----------------
Total revenues                                                   36,856                 59,559
                                                       -----------------       ----------------
Expenses:
Lease operating expenses                                        173,121                121,679
Lease environmental remediation expenses                          1,500                 10,189
Depletion and depreciation                                        5,211                  5,138
Professional fees                                                70,137                116,667
General and administrative                                       31,107                109,423
                                                       -----------------       ----------------
Total expenses                                                  281,076                363,096
                                                       -----------------       ----------------
Loss from operations                                        (   244,220)              (303,537)
                                                       -----------------       ----------------
Reorganization items:
Professional fees                                                (3,604)                (5,403)
                                                       -----------------       ----------------
Total reorganization items                                       (3,604)                (5,403)
                                                       -----------------       ----------------
Other income (expenses):
Interest income                                                   2,295                  2,305
Interest expense                                                 (1,460)                (1,127)
                                                       -----------------       ----------------
Total other income (expense)                                        835                  1,178
                                                       -----------------       ----------------
Loss before provision for income taxes                         (246,989)              (307,762)
Provision for income taxes                                          800
                                                       -----------------       ----------------
Net loss                                                $      (247,789)            $ (307,762)
                                                       =================       ================

Net loss per share, basic and diluted                   $       (0.012)          $     (0.017)
                                                       =================       ================



</TABLE>
   The accompanying notes are an integral part of the financial statements.
                                        3
<PAGE>
<TABLE>
<CAPTION>
                               Geo Petroleum, Inc.
                       Statements of Shareholders' Equity
                                   (Unaudited)
                 For the Three Month Period Ended March 31, 2002

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


                                                              Common            Common              Accumulated
                                                              Shares             Stock                Deficit              Total
                                                           ---------------   ----------------  ---------------------  --------------
<S>                                                            <C>             <C>                  <C>                  <C>
Balance, December 31, 2000                                     18,177,805      $  11,225,293        $  (10,653,889)      $ 571,404
 Common shares issued in a private placement                      322,500            161,250                     -         161,250
 Common shares issued in a private placement                      984,259            147,639                     -         147,639
 Common shares issued services                                    399,000            133,000                     -         133,000
 Common shares retired that were originally issued
   pursuant to the confirmed plan of reorganization
   but that were not required                                    (671,609)                 -                     -               -
 Net loss                                                               -                  -              (738,804)       (738,804)
                                                           ---------------   ----------------  ---------------------  --------------
Balance, December 31, 2001                                     19,211,955         11,667,182           (11,392,693)        274,489
 Common shares issued                                           1,446,832            217,026                     -         217,026
 Common shares issued in satifaction of a liability               173,500             54,805                     -          54,805
 Common shares issued for services                                 60,000             15,000                     -          15,000
 Net loss                                                               -                  -              (247,789)       (247,789)
                                                           ---------------   ----------------  ---------------------  --------------
Balance, March 31, 2002                                        20,892,287       $ 11,954,013          $(11,640,482)      $ 313,531
                                                           ===============   ================  =====================  ==============

</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                        4
<PAGE>
<TABLE>
<CAPTION>
                               Geo Petroleum, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
        For Each of the Three Month Periods Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------

                                                                    For the Three Month Periods Ended March 31,
                                                                 --------------------------------------------------
                                                                            2002                   2001
                                                                      ------------------     -----------------
Cash flows from operating activities:
<S>                                                                      <C>                    <C>
Net loss                                                                 $ (247,789)            $ (307,762)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation                                                                  5,211                  5,138
Provision for uncollectible accounts receivable                                                         -
Common shares issued for services                                            15,000                 48,500
Decrease (increase) in assets:
Accounts receivable                                                          54,359                (35,370)
Prepaid expenses                                                             42,180                 54,884
Restoration and utility deposits                                               (217)                 1,034
Note receivable                                                                                      7,100
Increase (decrease) in liabilities:
Accounts payable - trade                                                   (151,058)                16,178
Accrued expenses                                                             65,503                 26,175
Income tax payable                                                                -                     -
Other liabilities                                                            40,000                     -
                                                                      ------------------     -----------------
Net cash used in operating activities                                      (176,811)              (184,123)
                                                                      ------------------     -----------------
Cash flows provided by (used in) investing activities:
Purchases of facilities and equipment                                        (6,200)                  (972)
Capital expenditures on oil and gas properties                                    -                (12,915)
                                                                      ------------------     -----------------
Net cash used in investing activities                                        (6,200)               (13,887)
                                                                      ------------------     -----------------
Cash flows provided by (used in) financing activities:
Proceeds from issuance of a note payable                                          -                     -
Payments on line of credit - related party                                   (7,983)                    -
Payments on notes payable                                                         -                 (9,280)
Net proceeds from the issuance of common stock                              217,026                148,749
                                                                      ------------------     -----------------
Cash provided by financing activities                                       209,043                139,469
                                                                      ------------------     -----------------
Net increase (decrease) in cash                                              26,032                (58,541)
Cash and equivalents at beginning of year                                       406                 70,173
                                                                      ------------------     -----------------
Cash and equivalents at end of year                                    $     26,438          $      11,632
                                                                      ==================     =================
</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 Three Month Periods Ended March 31, 2002 and 2001
--------------------------------------------------------------------------------


                Supplemental Disclosures of Cash Flow Information

                                                                     For the Three Month Periods Ended March 31,
                                                                     ------------------------------------------
                                                                            2002                   2001
                                                                      ------------------     -----------------
<S>                                                                      <C>                   <C>
Interest paid                                                                         -                     -
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
      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 in satisfaction of a liability
      Account payable - related party                                         $  54,804                     -
      Common stock                                                            $ (54,804)                    -




</TABLE>
    The accompanying notes are an integral part of the financial statements.
                                        6
<PAGE>

                               GEO PETROLEUM, INC.
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                            AS OF MARCH 31, 2002 AND
        FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 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 March 31,  2002,  the results of its
     operations,  shareholders'  equity,  and cash  flows  for the  three  month
     periods  ended March 31, 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.  The note is payable in five payments of $600 each, due
     the first of each month  commencing  February 1, 2002, with a final balloon
     payment of $32,000 due July 1, 2002.

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

     CONCENTRATION OF CREDIT RISK

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

     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, 2002,
     the Company had approximately

                                       7
<PAGE>

                               GEO PETROLEUM, INC.
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                            AS OF MARCH 31, 2002 AND
        FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

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

     $29,000 in excess of FDIC insured  limits.  The Company has not experienced
     any losses in such accounts.

     RISKS OF THE INDUSTRY IN WHICH THE COMPANY OPERATES

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

     MINIMUM ROYALTIES

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

     PROPERTY LEASE RISKS

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

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

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

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

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

                                       8
<PAGE>

                               GEO PETROLEUM, INC.
                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                            AS OF MARCH 31, 2002 AND
        FOR EACH OF THE THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

6.   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,
                                                                        -------------------------------------------
                                                                                  2002             2001
                                                                             -------------     -------------
        Numerator:
<S>                                                                          <C>               <C>
              Net loss available to common shareholders                      $    (247,789)    $   (307,762)
         Denominator:
              Weighted-average shares basic and diluted                         20,036,953        18,535,333
                                                                             -------------------------------

         Loss per common share, basic and diluted                            $     (0.012)     $     (0.017)
                                                                             ==============    =============

     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>
<TABLE>
<CAPTION>

                                                                        For the Three Month Periods Ended March 31,
                                                                        -------------------------------------------
                                                                                  2002             2001
                                                                             -------------     -------------

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

         Total shares of common stock issuable                                    4,455,151        4,655,151
                                                                             ==============    =============
</TABLE>
7.   STOCK AND WARRANT TRANSACTIONS
     ------------------------------

     COMMON SHARES SOLD 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.

     During the quarter ended March 31, 2002, the Company sold 1,446,832  shares
     of its common  stock at $0.15 per share to private  investors  and received
     total cash proceeds of $217,026.  In addition,  the Company  issued 173,500
     shares of common stock in  satisfaction  of amounts due a related  party of
     $54,805.  The Company  also issued  60,000  shares of its common  stock for
     consulting services of $15,000.

                                       9
<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.  Essentially,  our only  revenue
producing operations are expected to be our Vaca Tar Sands,  Rosecrans and Waste
Disposal  properties,  each of which 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 third 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. 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

                                       10
<PAGE>
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.

RESULTS  OF  OPERATIONS.  The  following  discussion  and  analysis  for the two
quarters  ended March 31, 2002 and March 31, 2001, are to be read in combination
with the Financial Statements presented elsewhere herein.

FIRST QUARTER OF 2002  COMPARED  WITH FIRST QUARTER OF 2001.  During the quarter
ended March 31,  2002,  we had a net loss of $247,789  compared to a net loss of
$307,762 for the comparable 2001 period. Revenues from waste disposal operations
decreased from $59,427 for the 2001 period,  to $36,856 for the first quarter of
2002.  There  were no  revenues  from oil and gas  operations  during  the first
quarter of 2002 or 2001.  This decrease is the result of decreased  usage of the
waste disposal facilities by customers during their normal course of business.

Lease operating  expenses  increased from $121,679 for the first quarter of 2001
to  $173,121  for the period in 2002.  This  increase  is due to costs  incurred
during 2002 to plug and abandon a well located on the Rosecrans property.  Other
operating costs decreased by 16,342.

Lease  environmental  costs  incurred  decreased  from $10,189  during the first
quarter  of 2001 to $1,500 in 2002.  These  represent  costs  incurred  to begin
cleaning up the Rosecrans  property to allow for future operation.  The decrease
is due to the fact that  there  were no major  environmental  issues  during the
first quarter of 2002.

Professional  fees  decreased  from  $116,667  for the first  quarter of 2001 to
$70,137  for the  period  in  2002.  This  decrease  is due to  efforts  made by
management  to  decrease  our  administrative  costs.  Some fees paid in 2001 to
accounting  and law firms  were  either  not  repeated  in 2002 or the amount of
services were decreased.

General and  administrative  expenses  decreased from $109,423 for the period in
2001 to $31,107 for 2002.  This  decrease is due  primarily  to efforts  made by
management to decrease our administrative expenses.

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

CAPITAL RESOURCES AND LIQUIDITY.

FINANCIAL  POSITION.  As of March 31,  2002 our working  capital was  $(434,948)
compared to $(247,904) as of March 31, 2001. Working capital was provided by the
infusion  of  additional  equity,  which  was used to offset  operating  losses.
Revenues  continue  from the waste  disposal  operations.  Our  working  capital
position  worsened from the prior quarter as  receivables  were  collected,  and
prepaid assets were amortized  combined with a minimal  decrease in liabilities.
During the first  quarter of 2002, we and our partners have funded and begun the
completion  of a deep test well  located in the  southern  part of the  Illinois
Basin.  This test well,  the J.H.  Brooks No. 1, was  drilled in 1998 to a total
depth of 8,250 feet.  Although completion of the well has been delayed by severe
weather in the area, management expects production to begin in June 2002. We own
a 25% carried working  interest in the J.H. Brooks #1.The well is located on the
Hammondville-Magnolia lease block, which extends over a fifty thousand acre area
of interest. We have earned a 50% working interest (40% net revenue interest) in
this lease block and expects to  participate  in another  deep gas well later in
2002.  Similar  wells  drilled to the deeper gas zones in the Rome and  pre-Knox
formations  have been  successful and are producing 5-10 MCF of natural gas with

                                       11
<PAGE>

estimated  reserves of 5-10 BCF.  Cash flow from these wells  combined  with the
continued  successful  operation of our waste disposal operations should provide
us necessary  operating capital during 2002. We have recently been restricted to
10 loads of disposal per day due to an off lease operators'  complaints.  We are
awaiting a hearing date with the State of  California  Department of Oil and Gas
regarding our disposal operations.

INFLATION. In recent years inflation has not had a significant impact on us, our
operations or 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 our 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  Department  of  Energy's  Energy
Information  Administration  project prices for WTI to range between $25 and $29
per barrel while  natural gas prices are  projected to range  between  $2.37 and
$3.06 per MCF during the next twelve months.

                          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 2002, we accepted  subscription  agreements  for the
purchase of 1,170,166 shares of our common stock at $0.15 per share, for a total
of $175,524.90,  in private placement  transactions exempt from the registration
and prospectus  delivery  requirements of the Securities Act of 1933 pursuant to
Section 4(2) of that Act and Rule 506 of Regulation D.

In the  month of  April,  2002,  we  accepted  subscription  agreements  for the
purchase of 1,014,666 shares of our common stock at $0.15 per share, for a total
of $152,200, in private placement  transactions exempt from the registration and
prospectus  delivery  requirements  of the  Securities  Act of 1933  pursuant to
Section  4(2) of  that  Act  and  Rule  506 of  Regulation  D. We also  accepted
subscription  agreements  for the purchase of 322,500 shares of our common stock
at $0.50 per share, for a total of $161,250,  in private placement  transactions
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities  Act of 1933  pursuant  to  Section  4(2) of that Act and Rule 506 of
Regulation D.

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 2002.

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<PAGE>
ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  (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

     10. Not applicable

     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. Proxy Statement filed with the Securities and Exchange Commission on
     July 2, 2001 and incorporated herein by this reference.
     22. Not applicable

     23. Not applicable

     24. Not applicable

(b)  (b)  We did not file any reports on Form 8-K during the first quarter
          of 2002.

                                   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



May 20, 2002                           By:      /s/ Dennis Timpe
                                                --------------------------
                                                Dennis Timpe
                                                Its: President and a Director


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