---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-QSB

---

(Mark One)

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ----------------------------------------------------------------------------------------

For the quarterly period ending March 31, 2000

OR

| | [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | -----------------------------------------------------------------------------------------

For the transition period from ____________ to ______________

0-17594(Commission File Number)

---

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

---

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

| | 18281 Lemon DriveYorba Linda, California
(Address of principal executive offices) |  | 92886
(Zip Code) | 
| | --------------------------------------------------------------------------------- |  | ---------------- | 

(714) 779-9897(Registrants telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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 [  ] No [x]

The number of shares outstanding of issuers only class of Common Stock, no par value, was 16,090,047 on October 15, 2000.

---

---

---

GEO PETROLEUM, INC.INDEX



|         |  |                                                                                         | Page
|-------- |  | --------------------------------------------------------------------------------------- | ----
|PART I.  |  | FINANCIAL INFORMATION                                                                  
|Item 1.  |  | Financial Statements                                                                    | 3   
|         |  | Balance Sheet March 31, 2000                                                            | 4   
|         |  | Statements of Operations For the Three Month Periods   Ended March 31, 2000 and 1999    | 5   
|         |  | Statement of Shareholders Equity For the Three Month   Period Ended March 31, 2000     | 6   
|         |  | Statements of Cash Flows For the Three Month Periods   Ended March 31, 2000 and 1999    | 7   
|         |  | Notes to Financial Statements                                                           | 8   
|Item 2.  |  | Managements Discussion and Analysis of Financial   Condition and Results of Operations | 11  
|         |  |                                                                                         |     
|PART II. |  | OTHER INFORMATION                                                                       |     
|Item 1.  |  | Legal Proceedings                                                                       | 12  
|Item 2.  |  | Change in Securities                                                                    | 12  
|Item 3.  |  | Defaults Upon Senior Securities                                                         | 12  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                     | 12  
|Item 5.  |  | Other Information                                                                       | 12  
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                        | 12  

|           |   
|---------- | --
|SIGNATURES | 14
|           |   

---

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

Introduction

Geo Petroleum, Inc. has prepared the financial statements, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to such rules and regulations. We believe that
the disclosures are adequate to make the information presented not misleading when read in conjunction with our financial statements for the year ended December 31, 1999. The financial information presented reflects all adjustments, consisting only
of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the periods presented.

---

GEO PETROLEUM, INC.BALANCE SHEETMarch 31, 2000(Unaudited)

|                                                                                                                           |  |   |            
|-------------------------------------------------------------------------------------------------------------------------- |  | - | -----------
|ASSETS                                                                                                                     |  |   |            
|Current assets:                                                                                                            |  |   |            
|Cash and equivalents                                                                                                       |  | $ | 351,808    
|Accounts receivable:                                                                                                       |  |   |            
|Joint interest and other, net of allowance for doubtful accounts of $131,508                                               |  |   | 35,000     
|Prepaid expenses                                                                                                           |  |   | 800        
|Note receivable                                                                                                            |  |   | 45,000     
|                                                                                                                           |  |   |            
|Total current assets                                                                                                       |  |   | 432,608    
|                                                                                                                           |  |   |            
|Deposits                                                                                                                   |  |   | 190,623    
|                                                                                                                           |  |   |            
|Property and equipment:                                                                                                    |  |   |            
|Oil and gas properties                                                                                                     |  |   | 18,197     
|Vehicles                                                                                                                   |  |   | 20,884     
|                                                                                                                           |  |   |            
|Total property and equipment                                                                                               |  |   | 39,081     
|Less: accumulated depreciation and depletion                                                                               |  |   | (11,199    
|                                                                                                                           |  |   |            
|Total property and equipment, net                                                                                          |  |   | 27,882     
|                                                                                                                           |  |   |            
|Total assets                                                                                                               |  | $ | 651,113    
|                                                                                                                           |  |   |            
|                                                                                                                           |  |   |            
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                       |  |   |            
|Current liabilities:                                                                                                       |  |   |            
|Accounts payable:                                                                                                          |  |   |            
|Trade and other                                                                                                            |  | $ | 98,708     
|Related party                                                                                                              |  |   | 14,149     
|Accrued expenses                                                                                                           |  |   | 150,407    
|Installment obligation, current portion                                                                                    |  |   | 48,000     
|Other liabilities                                                                                                          |  |   | 98,600     
|Note payableother, current portion                                                                                        |  |   | 19,999     
|                                                                                                                           |  |   |            
|Total current liabilities                                                                                                  |  |   | 429,863    
|Note payableother, net of current portion                                                                                 |  |   | 28,596     
|Accrued liabilities, related party                                                                                         |  |   | 23,514     
|Installment obligation, net of current portion                                                                             |  |   | 96,000     
|                                                                                                                           |  |   |            
|Total liabilities                                                                                                          |  |   | 577,973    
|                                                                                                                           |  |   |            
|                                                                                                                           |  |   |            
|Commitments and contingencies                                                                                              |  |   |            
|                                                                                                                           |  |   |            
|Shareholders equity:                                                                                                      |  |   |            
|Preferred stock; no par value; 100,000 shares authorized; no shares issued and outstanding at       March 31, 2000         |  |   |           
|Common stock; no par value; 50,000,000 shares authorized; 16,019,395 shares issued and       outstanding at March 31, 2000 |  |   | 10,159,994 
|Accumulated deficit                                                                                                        |  |   | (10,086,854
|                                                                                                                           |  |   |            
|Total shareholders equity                                                                                                 |  |   | 73,140     
|                                                                                                                           |  |   |            
|Total liabilities and shareholders equity                                                                                 |  | $ | 651,113    
|                                                                                                                           |  |   |            

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

---

GEO PETROLEUM, INC.STATEMENTS OF OPERATIONSFor the Three Month Periods Ended March 31, 2000 and 1999(Unaudited)

|                                             |  | For the Three MonthPeriods Ended March 31, |         
|-------------------------------------------- |  | ------------------------------------------ | --------
|                                             |  |                                            |         
|                                             |  | 2000                                       |         
|                                             |  |                                            |         
|Revenues:                                    |  |                                            |         
|Oil and gas sales                            |  | $                                          | 330     
|Waste water disposal services, related party |  |                                            | 702     
|Other revenue                                |  |                                            | 10,663  
|                                             |  |                                            |         
|Total revenues                               |  |                                            | 11,695  
|                                             |  |                                            |         
|Expenses:                                    |  |                                            |         
|Lease operating expenses                     |  |                                            | 46,825  
|Depletion and depreciation                   |  |                                            |        
|General and administrative                   |  |                                            | 88,335  
|                                             |  |                                            |         
|Total expenses                               |  |                                            | 135,160 
|                                             |  |                                            |         
|Loss from operations                         |  |                                            | (123,465
|                                             |  |                                            |         
|Reorganization items:                        |  |                                            |         
|Professional fees                            |  |                                            | (53,482 
|                                             |  |                                            |         
|Total reorganization items                   |  |                                            | (53,482 
|                                             |  |                                            |         
|Other income (expenses):                     |  |                                            |         
|Interest income                              |  |                                            | 1,781   
|Interest expense                             |  |                                            | (1,056  
|                                             |  |                                            |         
|Total other income (expense)                 |  |                                            | 725     
|                                             |  |                                            |         
|Loss before provision for income taxes       |  |                                            | (176,222
|Provision for income taxes                   |  |                                            |        
|                                             |  |                                            |         
|Net loss                                     |  | $                                          | (176,222
|                                             |  |                                            |         
|Net loss per share, basic and diluted        |  | $                                          | (0.01   
|                                             |  |                                            |         

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

---

GEO PETROLEUM, INC.STATEMENT OF SHAREHOLDERS EQUITYFor the Three Month Period Ended March 31, 2000(Unaudited)

|                           |  | Common Shares |            | Common Stock |   | Accumulated Deficit |  | Total |            
|-------------------------- |  | ------------- | ---------- | ------------ | - | ------------------- |  | ----- | -----------
|                           |  |               |            |              |   |                     |  |       |            
|Balance, December 31, 1999 |  |               | 15,215,995 |              | $ | 9,918,974           |  | $     | (9,910,632 
|Common shares issued       |  |               | 803,400    |              |   | 241,020             |  |       |           
|Net loss                   |  |               |           |              |   |                    |  |       | (176,222   
|                           |  |               |            |              |   |                     |  |       |            
|Balance, March 31, 2000    |  |               | 16,019,395 |              | $ | 10,159,994          |  | $     | (10,086,854
|                           |  |               |            |              |   |                     |  |       |            

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

---

GEO PETROLEUM, INC.STATEMENTS OF CASH FLOWSFor the Three Month Periods Ended March 31, 2000 and 1999(Unaudited)

|                                                                            |  | For the Three Month Periods Ended March 31, |         
|--------------------------------------------------------------------------- |  | ------------------------------------------- | --------
|                                                                            |  |                                             |         
|                                                                            |  | 2000                                        |         
|                                                                            |  |                                             |         
|Cash flows from operating activities:                                       |  |                                             |         
|Net loss                                                                    |  | $                                           | (176,222
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                             |         
|Depreciation                                                                |  |                                             |        
|Provision for uncollectible accounts receivable                             |  |                                             | 4,069   
|Decrease (increase) in assets:                                              |  |                                             |         
|Accounts receivable                                                         |  |                                             | 35,000  
|Due from Capitan Resources, Inc., net                                       |  |                                             |        
|Prepaid expenses                                                            |  |                                             | 3,634   
|Deposits                                                                    |  |                                             | (30,031 
|Increase (decrease) in liabilities:                                         |  |                                             |         
|Accounts payabletrade                                                      |  |                                             | 68,796  
|Accrued expenses                                                            |  |                                             | (46,487 
|Income tax payable                                                          |  |                                             | (3,839  
|Other liabilities                                                           |  |                                             | (156,446
|Liabilities subject to compromise                                           |  |                                             |        
|                                                                            |  |                                             |         
|Net cash used in operating activities                                       |  |                                             | (301,526
|                                                                            |  |                                             |         
|Cash flows provided by (used in) investing activities:                      |  |                                             |         
|Purchases of property and equipment                                         |  |                                             | (18,197 
|Proceeds from the sale of property                                          |  |                                             |        
|                                                                            |  |                                             |         
|Net cash used in investing activities                                       |  |                                             | (18,197 
|                                                                            |  |                                             |         
|Cash flows provided by (used in) financing activities:                      |  |                                             |         
|Proceeds from issuance of a note payable                                    |  |                                             |        
|Repayments on notes payable                                                 |  |                                             | (6,405  
|Net proceeds from the issuance of common stock                              |  |                                             | 241,020 
|                                                                            |  |                                             |         
|Cash provided by financing activities                                       |  |                                             | 234,615 
|                                                                            |  |                                             |         
|Net increase (decrease) in cash                                             |  |                                             | (85,108 
|Cash and equivalents at beginning of year                                   |  |                                             | 436,916 
|                                                                            |  |                                             |         
|Cash and equivalents at end of year                                         |  | $                                           | 351,808 
|                                                                            |  |                                             |         

Supplemental Disclosures of Cash Flow Information

|                  |  | For the Three Month Periods Ended March 31, |      
|----------------- |  | ------------------------------------------- | -----
|                  |  |                                             |      
|                  |  | 2000                                        |      
|                  |  |                                             |      
|Interest paid     |  | $                                           | 1,058
|Income taxes paid |  | $                                           | 3,839

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

---

GEO PETROLEUM, INC.NOTES TO FINANCIAL STATEMENTSAs of March 31, 2000 andFor the Three Month Periods Ended March 31, 2000 and 1999(Unaudited)

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 located in California. Certain of the wells on one of the Companys oil properties are used for waste water disposal services. These operations were conducted by
a related party, and the Company had a 75% revenue interest in such operations.

During June 1998, the Company decided to shut-in its oil and gas production at all of its property locations except for the waste water disposal
wells, on which the Company curtailed its disposal services. The status remained unchanged through the quarter ended March 31, 2000.

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, 2000, the results of its operations and cash flows for the three month periods ended March 31, 2000 and 1999, and
shareholders equity for the three month period ended March 31, 2000. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted principles have been condensed or omitted
pursuant to the rules and regulations promulgated by the Securities and Exchange Commission. The statements should be read in conjunction with the financial statements and footnotes for the year ended December 31, 1999 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.   Deposits

The Company has deposits with the State of California, the County of Ventura and the City of Los Angeles that are required by these governmental
agencies in connection with the Companys oil and gas operations. These deposits are in certificates of deposit that are subject to withdrawal restrictions imposed by these agencies. The amounts of these deposits at March 31, 2000 are as follows:

|State of California |  |  | $ | 130,387 |  | 
|------------------- |  |  | - | ------- |  | 
|County of Ventura   |  |  |   | 10,236  |  | 
|City of Los Angeles |  |  |   | 50,000  |  | 
|                    |  |  |   |         | 
|Total deposits      |  |  | $ | 190,623 |  | 
|                    |  |  |   |         | 

4.   Commitments and Contingencies



The Plan provides for payment of $195,000 on a pro rata basis to the unsecured creditors. The payment of this amount is to be made quarterly over
approximately 12 quarters commencing 90 days after the effective date of the Plan. The amounts to be paid are essentially the greater of 30% of the Companys quarterly net income as defined in the Plan or $12,000.

As a result, the Companys obligation to make payments in excess of $12,000 per quarter is contingent upon the Companys quarterly
net income exceeding $40,000.

---



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.



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, 2000, the Company had approximately $249,628 in excess of FDIC insured limits. The Company has not experienced any losses in such accounts.



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 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-t
o-period fluctuations in future operating results.

5.   Related Party Transactions



During January 2000, the Company entered into a month-to-month lease agreement for its corporate headquarters with a Company investor entity, which
is a related party. The investor entity is owned by an officer who is also a major shareholder. Under the terms of the lease the Company pays $5,000 per month and is subject to a 30 day cancellation notice. Rental expense recorded for the three
month periods ended March 31, 2000 and 1999 was $15,000 and $1,668, respectively.



A former officer and major shareholder provided consulting services to the Company as authorized in the Companys plan of reorganization,
confirmed in December 1999. The expense recorded for the three month period ended March 31, 2000 was $23,513.

6.   Loss Per Share

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

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

|                                          |  | For the Three Month Periods Ended March 31, |           
|----------------------------------------- |  | ------------------------------------------- | ----------
|                                          |  |                                             |           
|                                          |  | 2000                                        |           
|                                          |  |                                             |           
|Numerator:                                |  |                                             |           
|Net loss available to common shareholders |  | $                                           | (176,222  
|Denominator:                              |  |                                             |           
|Weighted-average shares basic and diluted |  |                                             | 15,483,795
|                                          |  |                                             |           
|Loss per common share, basic and diluted  |  | $                                           | (0.01     
|                                          |  |                                             |           

9

---

The following additional potential common shares were outstanding during 2000 and 1999, but were not included in the computation of diluted loss per
share, because to do so would have been antidilutive for the periods presented.

|                                       |  | For the Three Month Periods Ended March 31, |          
|-------------------------------------- |  | ------------------------------------------- | ---------
|                                       |  |                                             |          
|                                       |  | 2000                                        |          
|                                       |  |                                             |          
|Shares of common stock issuable under: |  |                                             |          
|Warrants                               |  |                                             | 856,821  
|Options                                |  |                                             | 4,000,000
|                                       |  |                                             |          
|Total shares of common stock issuable  |  |                                             | 4,856,821
|                                       |  |                                             |          

7.   Stock and Warrant Transactions



In March 2000, the Company sold 803,400 shares of its common stock at $.30 per share to private investors and received total cash proceeds
of $241,020.

8.   Subsequent Events



Subsequent to the quarter ended March 31, 2000, all of the unresolved disputed bankruptcy claims were settled. These settlements pertained
primarily to leases associated with the Companys oil and gas production and waste water disposal operations. In general, these settlements resulted in obligations for payments by the Company, which were accrued at December 31, 1999, changes in
the related lease terms to increase the royalty percentages from 12.5% to 16.67% on oil and gas production, an increase on waste water disposal royalties to a range of 10% to 12.5%, and to provide for minimum royalty amounts totaling approximately $36,000
annually. One of these settlements also resulted in the termination of the Companys oil and gas lease rights representing approximately 8.87% of the Vaca Tar Sands property oil and gas reserves.

---

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

The following discussion and analysis for the quarters ended March 31, 2000 and March 31, 1999, are to be read in combination with the Financial
Statements presented elsewhere herein.

Results of Operations



During the quarter ended March 31, 2000, we had a net loss of $152,708 compared to a net loss of $156,193 for the comparable 1999 period. Revenues
from waste disposal operations decreased from $54,024 for the 1999 period, to $702 for the first quarter of 2000. There were no revenues from oil and gas operations in the 1999 period while a small amount of gas sales in the first quarter of 2000 resulted
in $329 of revenues. The decrease in revenues was due to the fact that we were forced to cease operations of our oil and gas properties and waste disposal property as reorganization in bankruptcy proceeded. The bankruptcy proceedings were completed at the
end of 1999 and, with new management in place, we began to prepare for renewal of operations in 2000.

Lease operating expenses also decreased from $53,211 for the first quarter of 1999 to $46,825 for the period in 2000. This decrease, as noted above,
is the result of ceasing operations in the latter portion of 1999 and into 2000. Although operations had ceased by the beginning of 2000, we continued to incur some operational costs required to maintain our properties and begin to prepare for future
production.

General and administrative expenses decreased from $83,212 for the period in 1999 to $64,821 for 2000. This decrease also resulted from our
reorganization in 1999. Salaries and wages were reduced along with other administrative costs as we completed the reorganization in bankruptcy and emerged with reduced overhead, new management and minimal office staff.

Professional fees incurred as a result of our reorganization decreased from $55,361 in the 1999 period to $53,482 in 2000 due to the completion of
the reorganization in bankruptcy in December of 1999.

Capital Resources and Liquidity



As of March 31, 2000 our working capital was $2,745 compared to a working capital deficit of $292,385 as of December 31, 1999. This improvement in
working capital is a result of our reorganization in bankruptcy. Trade payables and other current liabilities were satisfied and we received additional infusions of cash from new shareholders. Cash and equivalents decreased from $496,916 as of December
31, 1999 to $318,808 as of March 31, 2000.

Emerging from bankruptcy in December 1999, we are positioned to restore operations of some of our oil and gas properties and our industrial waste
disposal operations. With the significant improvement in working capital noted above and expected additional infusions of cash from shareholders, we intend to make necessary improvements to our properties and restore operational cash flow.



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



The most significant trend affecting our future operations is the significant increases in oil prices. The spot price for West Texas Intermediate
(WTI) reached a high of $34.12 per barrel in March of 2000 compared to $16.80 per barrel in the first quarter of 1999. Further, heavy oil (13 degree API) in California reached a high price in March 2000 of $26.50 per barrel compared to just $9.75 per
barrel at the same time in 1999. Forecasts published by the DOE Energy Information Administration project continued strong price support for crude oil and natural gas, however the forecast indicates a more moderate price for WTI in the $25 to $32 per
barrel range.

---

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

None.

Item 2.   Change in Securities

In March 2000, we sold 803,400 shares of our common stock at $.30 per share to accredited unaffiliated investors. We realized $241,020 from this
transaction.

Item 3.   Defaults Upon Senior Securities

Not applicable.

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

Not applicable

Item 5.   Other Information

Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

| | ExhibitNumber |  | Description                                                                                                                                                                                              
| | ------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1           |  | Agreement of Merger and Plan of Reorganization between Drake Investment Corp. and Geo Petroleum, Inc. dated November 1, 1995.*                                                                           
| | 2.2           |  | Certificate of Approval of Agreement of Merger between Drake Investment Corp. and Geo Petroleum, Inc., dated April 9, 1996. *                                                                            
| | 2.3           |  | Permit to issue stock in merger, dated March 26, 1996.*                                                                                                                                                  
| | 2.4           |  | 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. **
| | 3.1           |  | Articles of Incorporation of Geo Petroleum, Inc., filed November 6, 1986. * .                                                                                                                            
| | 3.1(a)        |  | First Amendment to Articles of Incorporation of Geo Petroleum, Inc. filed June 1, 1994.*                                                                                                                 
| | 3.1(b)        |  | Second Amendment to Articles of Incorporation of Geo Petroleum, Inc. filed November 7, 1995. *                                                                                                           
| | 3.1(c)        |  | Third Amendment to Articles of Incorporation of Geo Petroleum, Inc. filed December 5, 1995. *                                                                                                            
| | 3.2           |  | By-laws of Geo Petroleum, Inc., dated November 30, 1986. *                                                                                                                                               
| | 4.1           |  | Corporate Resolution establishing Rights, Preferences and Privileges of Preferred Stock, Series A, dated August 23, 1994. *                                                                              
| | 4.1(a)        |  | Form of Preferred Stock Certificate. *                                                                                                                                                                   
| | 4.2           |  | Form of Common Stock Certificate. *                                                                                                                                                                      
| | 4.3           |  | Form of Promissory Note, Deed of Trust, and Assignment of Oil Payment of Geo Petroleum, Inc. *                                                                                                           
| | 10.3(a)       |  | Form of Oil and Gas lease covering various lands in Oxnard Field (Vaca Tar Sands Unit) (exemplar), dated January 1, 1987. *                                                                              
| | 10.3(b)       |  | Pooling Agreement, Vaca Tar Sands Unit, Ventura County, California. *                                                                                                                                    
| | 10.4          |  | Form of Oil and Gas lease covering various lands in the Rosecrans Oil Field, Los Angeles County, CA. (exemplar), dated October 15, 1956. *                                                               
| | 10.5          |  | Gas Sales Contract dated August 31, 1991, between Geo Petroleum Inc. and Capitan Resources, Inc. (East Los Angeles/Bandini fields). *                                                                    
| | 10.6(a)       |  | Gas Sales Contract dated August 9, 1991 between Pacific Tube Company and Geo Petroleum, Inc. *                                                                                                           
| | 10.6(b)       |  | Assignment of Gas Sales Contract, Geo Petroleum, Inc. To Capitan Resources, Inc. *                                                                                                                       



---

| | 10.7    |  | Settlement Agreement between Geo Petroleum, Inc. and William Lennox, dated February 28, 2000 (Vaca Properties).**                                                                                                                                                                 
| | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.8(a) |  | Oil Sales Contract dated November 22, 1994 between Geo Petroleum, Inc. and Texaco Trading and Transportation Inc. (Oxnard). *                                                                                                                                                     
| | 10.8(b) |  | Oil Sales Contract dated July 5, 1995 between Geo Petroleum, Inc. and Unocal Corp. (Rosecrans field). *                                                                                                                                                                           
| | 10.9    |  | Oil Sales Contract between Geo Petroleum, Inc. and Kern Oil & Refining Co., dated July 10th, 1995 (Orcutt field). *                                                                                                                                                               
| | 10.10   |  | Oil and Gas Lease between Gene Careaga, et al and Central California Oil Co., (our predecessor in interest) (Orcutt Field) dated October 3, 1972. *                                                                                                                               
| | 10.11   |  | Letter Agreement dated December 22, 1989 between Geo Petroleum, Inc. and Gerald T. Raydon and Notice of Conversion pursuant thereto dated January 2, 1990 (Vaca Tar Sand net profits interest).**                                                                                 
| | 10.12   |  | Agreement and Assignment among Gerald T. Raydon and Alyda L. Raydon, as assignors, and Geo Petroleum, Inc., as assignee, dated April 1, 1994, conveyance of interests in East Los Angeles and Vaca Tar sands
properties, retaining a 5% net profits interest in Vaca properties.**
| | 10.13   |  | Water Disposal Agreement between J.W. Hansen and Geo Petroleum, Inc. dated May 14, 1992. *                                                                                                                                                                                        
| | 10.14   |  | Water Disposal Agreement between Geo Petroleum, Inc. and Capitan Resources, Inc. dated June 1, 1990. *                                                                                                                                                                            
| | 10.15   |  | Services and Drilling Master Contract (water disposal) between Unocal Corporation and Geo Petroleum, Inc. dated February 3, 1993. *                                                                                                                                               
| | 10.16   |  | Term Loan Agreement, as amended and extended to June 15, 1996, dated June 6, 1994, between First Los Angeles Bank (now City National Bank) and Geo Petroleum, Inc. *                                                                                                              
| | 10.17   |  | Letter Agreement between Geo Petroleum, Inc. and William Rich III, as attorney in fact, (Harriman interests) dated September 6, 1990. *                                                                                                                                           
| | 10.18   |  | Assignment and Bill of Sale, Rosecrans Area Leases, by and between Kelt California, Inc., and Geo Petroleum, Inc., dated December 1, 1994. *.                                                                                                                                     
| | 10. 19  |  | Consulting Agreement between Geo Petroleum, Inc. and Gerald T. Raydon, dated October 1999.**                                                                                                                                                                                      
| | 10. 20  |  | Office Lease between TD & Associates and Geo Petroleum, Inc. dated January 1, 2000.**                                                                                                                                                                                             
| | 10. 21  |  | Agreement between Geo Petroleum, Inc. and Bud Antle. dated October 24, 2000, releasing certain lands in the Oxnard Field and order of the Bankruptcy Court authorizing execution thereof.**                                                                                       
| | 16.2    |  | Agreement for Assignment of Leases dated December 31, 1996 by and between Geo Petroleum, Inc. as Assignor and Saba Petroleum, Inc. as Assignee with respect to our oil properties in the Oxnard Field, Ventura
County, California.**                                              
| | 16.3    |  | Agreement and Assignment of Leases dated November 1, 1997, between Geo Petroleum, Inc. and Saba Petroleum, Inc. covering a reassignment of the formers interest in the Oxnard Field, California.**                                                                               
| | 16.4    |  | Amendment to Water Disposal Lease dated February 28,2000 between Geo Petroleum, Inc. and William Lennox (Water disposal facility lease).**                                                                                                                                        
| | 21.1    |  | List of Subsidiaries.**                                                                                                                                                                                                                                                           
| | 23.1    |  | Consent of Stan Brown, Petroleum Engineer.**                                                                                                                                                                                                                                      
| | 23.2    |  | Consent of Krummrich Engineering.**                                                                                                                                                                                                                                               
| | 27      |  | Financial Data Schedule                                                                                                                                                                                                                                                           

______________



**	Filed as an exhibit to the Companys Form 10KSB for the years ended December 31, 1999 and 1998 and incorporated herein by reference.

(b)  Reports on Form 8-K

None.

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Yorba Linda, California, State of California.

|                         |  |     | GEO PETROLEUM, INC. a California corporation
|------------------------ |  | --- | --------------------------------------------
|Date:  November 21, 2000 |  | By: | s/  Dennis Timpe                            
|                         |  |     |                                             
|                         |  |     | Dennis TimpeIts:  President                 

| |  |     |                                             
| |  | --- | --------------------------------------------
| |  | By: | /s/  Lori Timpe-Long                        
| |  |     |                                             
| |  |     | Lori Timpe-LongIts:  Chief Financial Officer

14