U.S. Securities and Exchange Commission
                             Washington, 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 ended August 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 0-8532

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

              Utah                                                87-0287176
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                             4613 Jacksboro Highway
                           Wichita Falls, Texas 76302
                    (Address of principal executive offices)

                                 (940) 322-4772
                           (Issuer's telephone number)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

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


The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of August 31, 2002: Common Stock, $.04 par value - 4,401,440 shares

Transitional Small Business Disclosure Format (check one);
YES [ ]                                   NO [X]




                                      INDEX
                                      -----

                                                                          Page #
                                                                          ------
Part I - Financial Information
      1.  Financial Statements:

          Condensed Balance Sheets at
             February 28, 2002 and August 31, 2002                             1

          Condensed Statements of Operations
             For the Three and Six Months Ended August 31, 2001 and 2002       2

          Statements of Cash Flows
             For the Six Months Ended August 31, 2001 and 2002                 3

          Notes to Condensed Financial Statements                              4

      2.  Management's Discussion and Analysis or Plan of Operation            6

      3.  Controls and Procedures                                             10

Part II - Other Information
      4.  Submission of Matters to a Vote of Security Holders                 11

      6.  Exhibits and Reports on Form 8-K                                    12

Signatures                                                                    12

Certifications                                                                13










Part I of this Report contains forward looking statements that involve risks and
uncertainties.  Accordingly,  no assurances  can be given that the actual events
and  results  will not be  materially  different  than the  anticipated  results
described  in the  forward  looking  statements.  See  "Item  2. -  Management's
Discussion  and  Analysis or Plan of  Operation"  for a  description  of various
factors that could  materially  affect the ability of the Company to achieve the
results described in the forward looking statements.




                                       (i)




Item 1. Financial Statements.
                              Oakridge Energy, Inc.
                            CONDENSED BALANCE SHEETS

                                     ASSETS

                                                                                 February 28, 2002     August 31, 2002
                                                                                 -----------------    -----------------
                                                                                                

Current assets:                                                                                             (Unaudited)
    Cash and cash equivalents                                                    $       3,424,261    $       3,532,683
    Trade accounts receivable                                                               79,296              116,405
    Federal income taxes receivable                                                        321,739                    0
    Investment securities available for sale                                               239,304              243,726
    Prepaid expenses and other                                                              17,062               10,850
                                                                                 -----------------    -----------------
              Total current assets                                                       4,081,662            3,903,664
                                                                                 -----------------    -----------------

Oil and gas properties, at cost using the successful efforts method of
      accounting, net of accumulated depletion and depreciation of
      $5,858,985 on February 28, 2002 and $5,954,995 on August 31, 2002                  1,002,056              912,998

Coal and gravel properties, net of accumulated depletion and depreciation
     of $8,005,561 on February 28, 2002 and $8,013,193 on August 31, 2002                  306,646              299,014

Real estate held for development                                                         2,839,668            2,899,914

Other property and equipment, net of accumulated depreciation
     of $353,192 on February 28, 2002 and $351,822 on August 31, 2002                      135,199              182,200

Other non-current assets                                                                   886,858              886,858
                                                                                 -----------------    -----------------
                                                                                 $       9,252,089    $       9,084,648
                                                                                 =================    =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                                             $          78,178    $          61,772
    Accrued expenses                                                                        85,621               70,860
    Deferred federal income taxes                                                           13,682               15,267
                                                                                 -----------------    -----------------
              Total current liabilities                                                    177,481              147,899

Reserve for reclamation costs                                                              409,430              408,470
Deferred federal income taxes                                                              144,545              105,584
                                                                                 -----------------    -----------------
              Total liabilities                                                            731,456              661,953
                                                                                 -----------------    -----------------

Stockholders' equity:
    Common stock, $.04 par value, 20,000,000
        shares authorized, 10,157,803 shares issued                                        406,312              406,312
    Additional paid-in capital                                                             805,092              805,092
    Retained earnings                                                                   17,000,873           16,951,891
    Unrealized gain on investment securities
         available for sale, net of income taxes                                            23,242               26,028
    Less treasury stock, at cost, 5,739,096 shares on February 28, 2002
      and 5,756,363 on August 31, 2002                                                  (9,714,886)          (9,766,628)
                                                                                 -----------------    -----------------
                   Total stockholders' equity                                            8,520,633            8,422,695
                                                                                 -----------------    -----------------

                                                                                 $       9,252,089    $       9,084,648
                                                                                 =================    =================


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

                                       1




                              Oakridge Energy, Inc.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                      3 Months Ended August 31,    6 Months Ended August 31,
                                                         2001           2002           2001           2002
                                                     -----------    -----------    -----------    -----------
                                                                                      
Revenues:
     Oil and gas                                     $   306,646    $   225,164    $   678,782    $   490,109
     Gravel                                               23,608         39,718         39,735         59,741
                                                     -----------    -----------    -----------    -----------
          Total revenues                                 330,254        264,882        718,517        549,850
                                                     -----------    -----------    -----------    -----------

Operating expenses:
     Oil and gas                                         207,553        185,726        484,436        407,300
     Coal and gravel                                      11,505         12,057         25,071         21,797
     Real estate development                              23,325          5,420         32,807         10,514
     General and administrative                          111,677        138,204        260,347        258,419
                                                     -----------    -----------    -----------    -----------
          Total operating expenses                       354,060        341,407        802,661        698,030
                                                     -----------    -----------    -----------    -----------

               Loss from operations                      (23,806)       (76,525)       (84,144)      (148,180)
                                                     -----------    -----------    -----------    -----------
Other income:
     Interest and other, net                              44,825         16,005        100,220         70,468

          Income (loss) before income taxes               21,019        (60,520)        16,076        (77,712)
                                                     -----------    -----------    -----------    -----------

Income tax expense (benefit)                               7,797        (22,375)         5,943        (28,730)
                                                     -----------    -----------    -----------    -----------

               Net income (loss)                     $    13,222    $   (38,145)   $    10,133    $   (48,982)
                                                     ===========    ===========    ===========    ===========

Basic and diluted earnings (loss) per common share   $      0.00    $     (0.01)   $      0.00    $     (0.01)
                                                     ===========    ===========    ===========    ===========

Weighted average shares outstanding                    4,452,319      4,414,406      4,454,684      4,415,728
                                                     ===========    ===========    ===========    ===========




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

                                       2




                              Oakridge Energy, Inc.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          6 Months Ended     6 Months Ended
                                                          August 31, 2001    August 31, 2002
                                                          ---------------    ---------------
                                                                       

Net income (loss)                                         $        10,133    $       (48,982)
Adjustments to reconcile net income to net cash
    provided by operating activities:
        Depletion and depreciation                                120,885            118,034
        Gain on sales of property and equipment                    (2,120)           (37,800)
        Deferred federal income taxes                              (5,138)           (39,010)
        Net changes in assets and liabilities:
           Trade accounts receivable                               55,861            (37,109)
           Federal income tax receivable                                0            321,739
           Prepaid expenses and other current assets               26,220              6,212
           Accounts payable                                        15,020            (16,406)
           Accrued expenses                                       (13,209)           (14,761)
           Reclamation costs                                            0               (960)
                                                          ---------------    ---------------
              Net cash provided by operating activities           207,652            250,957
                                                          ---------------    ---------------


Additions to oil and gas properties                               (12,930)            (6,952)
Additions to real estate held for development                     (31,282)           (67,362)
Investment in partnership                                          (5,000)                 0
Increase in other assets                                          (11,266)           (56,479)
Proceeds from sale of oil and gas properties                        2,438                  0
Proceeds from sale of other property and equipment                  2,000             40,000
                                                          ---------------    ---------------
              Net cash used in investing activities               (56,040)           (90,793)
                                                          ---------------    ---------------


Purchases of treasury stock                                       (83,344)           (51,742)
                                                          ---------------    ---------------
              Net cash used in financing activities               (83,344)           (51,742)
                                                          ---------------    ---------------

                                                                   68,268            108,422

                                                                3,337,950          3,424,261
                                                          ---------------    ---------------

                                                          $     3,406,218    $     3,532,683
                                                          ===============    ===============


Interest paid                                             $          --      $          --
Taxes paid                                                $        19,178    $        21,511


Recognition  in  Stockholders'  Equity  of the net  unrealized  holding  gain on
     available  for sale  securities  of  $19,927,  net of tax effect of $11,688
     during the six months ended August 31, 2001 and $2,786 net of tax effect of
     $1,635 during the six months ended August 31, 2002.




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

                                       3




                              OAKRIDGE ENERGY, INC.
                     Notes to Condensed Financial Statements
                     ---------------------------------------
                                   (Unaudited)

(1)      The accompanying  unaudited financial  statements for the three and six
         month periods ended August 31, 2001 and 2002 reflect, in the opinion of
         management,  all  adjustments,  which  are of a  normal  and  recurring
         nature,  necessary  for a fair  presentation  of the  results  for such
         periods.

(2)      The foregoing  financial  statements should be read in conjunction with
         the annual financial  statements and accompanying  notes for the fiscal
         year ended February 28, 2002.

(3)      On March 1, 2001, the Company adopted Statement of Financial Accounting
         Standards ("SFAS") No. 133, "Accounting for Derivative  Instruments and
         Hedging Activities." SFAS No. 133 requires the Company to recognize all
         derivatives  on the balance sheet at fair value.  Derivatives  that are
         not hedges  must be  adjusted  to fair  value  through  income.  If the
         derivative is a hedge, depending on the nature of the hedge, changes in
         the fair value of derivatives  will either be offset against the change
         in fair value of the hedged assets,  liabilities,  or firm  commitments
         through earnings or recognized in other comprehensive  income until the
         hedged item is recognized  in earnings.  The  ineffective  portion of a
         derivative's  change in fair value will be  immediately  recognized  in
         earnings.  Adoption  of SFAS No.  133 did not have  any  impact  on the
         operating results or financial position of the Company.

(4)      The Company's  operating segments are set forth in the annual financial
         statements  and  accompanying  notes for the fiscal year ended February
         28, 2002.

         Information regarding operations and assets by segment is as follows:

                                    For the Three      For the Three      For the Six        For the Six
                                    Months Ended       Months Ended       Months Ended       Months Ended
                                  August 31, 2001    August 31, 2002    August 31, 2001    August 31, 2002
                                  ---------------    ---------------    ---------------    ---------------
                                                                               

Business segment revenue:
    Oil and gas                   $       306,646    $       225,164    $       678,782    $       490,109
    Gravel                                 23,608             39,718             39,735             59,741
                                  ---------------    ---------------    ---------------    ---------------
                                  $       330,254    $       264,882    $       718,517    $       549,850
                                  ---------------    ---------------    ---------------    ---------------

Business segment profit (loss):
    Oil and gas                   $        99,093    $        39,438    $       194,346    $        82,809
    Coal and gravel                        12,103             27,661             14,664             37,944
    Real estate development               (23,325)            (5,420)           (32,807)           (10,514)
    General corporate                    (111,677)          (138,204)          (260,347)          (258,419)
                                  ---------------    ---------------    ---------------    ---------------
Income (loss) from operations             (23,806)           (76,525)           (84,144)          (148,180)

Interest and dividend income               44,240             16,005             97,515             32,668
Gain on sales of oil and gas
  properties                                    0                  0                120                  0
Other, net                                    585                  0              2,585             37,800
                                  ---------------    ---------------    ---------------    ---------------
Income before income taxes        $        21,019    $       (60,520)   $        16,076    $       (77,712)
                                  ---------------    ---------------    ---------------    ---------------





                                       4


                                                  As of              As of
                                           February 28, 2002    August 31, 2002
                                           -----------------   -----------------
Total assets:
    Oil and gas                            $       4,815,249   $       4,876,144
    Coal and gravel                                  306,646             299,014
    Real estate development                        2,839,668           2,899,914
    General corporate                              1,290,526           1,009,576
                                           -----------------   -----------------
                                           $       9,252,089   $       9,084,648
                                           -----------------   -----------------




























                                       5




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The following discussion should be read in conjunction with Items 6 and
7 of the  Company's  Annual  Report on Form  10-KSB  for the  fiscal  year ended
February  28,  2002 (the "2002  10-KSB")  and the Notes to  Condensed  Financial
Statements contained in this report.

Results of Operations
- ---------------------

         The  Company  had a net loss of  $38,145  ($.01 per share) in the three
months ended August 31, 2002  compared to net income of $13,222 ($.00 per share)
in the three months ended August 31, 2001.  In the  six-month  2002 period,  the
Company  had a net loss of $48,982  ($.01 per share)  compared  to net income of
$10,133  ($.00  per  share)  in the 2001  six-month  period.  Lower  oil and gas
revenues and reduced  "other  income"  were  primarily  responsible  for the net
losses in both 2002 periods.

         Oil  and gas  revenues  decreased  approximately  $81,500  (26.6%)  and
$188,700  (27.8%) in the three and  six-month  periods  ended  August 31,  2002,
respectively,  primarily due to the  continued  decline in the Company's oil and
gas production sales volumes.  Oil volumes declined 2,617 barrels (27.4%) in the
three-month  2002 period and 4,119 barrels (20.7%) in the six-month 2002 period.
Gas volumes  decreased  3,347 MCF (23.2%) and 6,171 MCF (21.3%)  during the same
respective periods.  The Company's average gas price received fell approximately
$.19 per MCF (5.7%) and  approximately  $1.39 (31.8%) in the three and six-month
2002 periods, and its average oil price decreased approximately $1.02 per barrel
(3.9%) in the six-month  2002 period.  The Company's  average oil price received
increased, however,  approximately $.12 per barrel (.5%) in the three-month 2002
period. This increase was in line with the upward trend of oil and gas prices at
August 31,  2002,  which has  continued  during the first half of the  Company's
fiscal third quarter.

         Revenues from the Company's principal property in Madison County, Texas
declined at a slightly  higher rate than the Company's  overall  results in both
2002 periods, decreasing approximately $67,200 (31.1%) in the three-month period
and approximately  $154,900 (32.9%) in the six-month period due to significantly
lower production  sales volumes.  The average oil and gas prices received by the
Company  from  this  property  tracked  the  Company's  overall  average  prices
received.  As previously  indicated,  the Company anticipates that sales volumes





                                       6


from the  Madison  County,  Texas  property  will  continue  to decline  pending
implementation of a proposed  secondary  recovery project.  The proposed project
was approved by the Texas Railroad Commission in August,  2002, and the operator
of the property is currently finalizing the documentation for the project, which
is scheduled to commence sometime during the first quarter of calendar 2003.

         Revenues  from the  Company's  gravel  operations  in La Plata  County,
Colorado  increased  approximately  $16,100  (68.2%) and $20,000  (50.3%) in the
three and six months ended August 31, 2002,  respectively,  due to a rise in the
Company's royalty income resulting from the higher level of gravel sales made by
Four Corners Materials,  Inc. ("Four Corners"),  the Company's lessee,  from the
Company's property during the periods.  Rentals received by the Company from its
surface  lease to Four Corners were the same in the 2002 and 2001  periods.  The
terms  of the  proposed  extension  of  Four  Corners'  gravel  mining  contract
initially  discussed  in the 2002  10-KSB,  which  called for an increase in the
royalty  rate to be paid the Company by Four  Corners for tonnage  mined,  a new
road usage fee to be paid the Company by Four  Corners  and a  reduction  in the
amount of rentals  paid the Company by Four  Corners  under the  surface  lease,
still have not been implemented.

         The  expenses  of  the  Company's  oil  and  gas  operations  decreased
approximately  $21,800  (10.5%)  and  $77,100  (15.9%)  during the three and six
months ended August 31, 2002,  respectively,  due to declines in lease operating
expense, depletion expense,  production taxes, workover rig repairs and dry hole
costs. Lease operating expense declined  approximately $2,100 (1.7%) and $36,200
(12.2%) in the three and six-month 2002 periods,  respectively,  principally due
to  reductions  in such expense  occurring  with respect to the Madison  County,
Texas  property  and in  the  North  Texas  area.  Depletion  expense  was  only
approximately  $4,900 (10.4%) and $3,900 (3.9%) lower in the three and six-month
2002  periods,  respectively,   notwithstanding  the  significant  oil  and  gas
production  declines,  primarily due to higher per barrel  amortization rates on
the Madison  County,  Texas  property and in the North Texas area resulting from
the lower level of proven developed  reserves  estimated for these properties by
the Company's  independent  petroleum engineers at February 28, 2002. Production
taxes  declined in both 2002 periods in line with the sales  volumes  decreases.
The Company incurred approximately $13,000 of repair expense on its workover rig
in the three and six months ended August 31, 2001 and  approximately  $19,700 in


                                       7


dry hole costs with respect to a well drilled in Wilbarger County,  Texas during
the first three months of the 2001 six-month  period.  The Company did not incur
any rig repair expense in the 2002 three-month period and only $2,300 of expense
related to the rig in the 2002 six-month  period,  and it did not participate in
any dry holes in the 2002 periods.

         The  expenses  of the  Company's  coal  and  gravel  mining  operations
increased slightly (approximately $600 or 4.8%) in the three months ended August
31, 2002 but declined approximately $3,300 (13.1%) in the six-month 2002 period.
The increase in testing and permitting expense was greater than the reduction in
payroll expense during the three-month  period,  but this situation  reversed in
the six-month period.

         Real estate development expenses were approximately $17,900 (76.8%) and
$22,300 (68.0%) lower in the three and six-month 2002 periods, respectively, due
to lower  legal  expense  and the  absence  during the  periods of any  location
maintenance  expense  and any  expense  relating  to  preparing  and  printing a
brochure used to identify the proposed  "Oakridge at Durango"  development.  The
Company incurred approximately $17,200 in such expenses during the 2001 periods.

         As  previously  discussed  by the Company,  a portion of the  Company's
Colorado land had been selected by Mercy  Medical  Center  ("Mercy") of Durango,
Colorado as one of the three finalists for the new hospital to be constructed by
Mercy. On September 7, 2002, it was publicly announced in Durango, Colorado that
Mercy had reached an agreement to acquire a site for the construction of the new
hospital on land owned by the other two finalists.  This  announcement  followed
action  taken by the  Company in  advising  Mercy's  management  and the City of
Durango's  planning staff that the Company was rescinding its outstanding  offer
to sell Mercy approximately 20 to 25 acres or more of the Company's land for the
hospital  site due to Mercy's  delay in making the final site  selection and the
negative  impact such delay was having on the Company's  obtaining the necessary
governmental approvals to proceed with its planned development.  The Company has
amended its  conceptual  plan and  filings  with the City of Durango and will be
proceeding ahead with the proposed  development without the new hospital being a
part of it once all necessary governmental approvals are obtained. The fact that
the Company's site was not selected as the location for the new hospital has not
altered  the  Company's  belief as to the  significant  value that the  proposed
development will hold for the Company in the future.



                                       8


         General and  administrative  expense  increased  approximately  $26,500
(23.8%) during the three months ended August 31, 2002 but declined approximately
$1,900 (.7%) in the  six-month  2002  period.  In the  three-month  2002 period,
auditing expense increased  approximately  $14,100 due to a timing difference as
to when such expense was  recognized  compared to the 2001  period.  The Company
also incurred higher employee benefit expense due to the inclusion of employees'
families in the  Company's  health  insurance  plan.  Increased  tax  accounting
expense related to a federal income tax refund and higher governmental reporting
expense  were  partially  offset  by  lower   accountant   consulting  fees  and
shareholders   reporting  expense,  the  latter  also  being  due  to  a  timing
difference.   In  the  six-month  2002  period,  lower  accounting   consulting,
engineering and legal expenses and the absence of any office remodeling  expense
slightly  more  than  offset  higher  employee  benefit,  payroll,  governmental
reporting and shareholder reporting expenses.

         Other income declined approximately $28,800 (64.3%) and $29,800 (29.7%)
in the three and six months ended August 31, 2002, respectively. Interest income
declined  approximately $28,200 (65.8%) and $64,800 (68.3%) during the three and
six-month  2002  periods,  respectively,  primarily  due to the  effect of lower
interest rates. In the 2002 six-month  period,  the reduction in interest income
was partially offset by a gain on the sale of the Company's workover rig.

         The  Company's   weighted  average  shares   outstanding   declined  by
approximately  37,900  shares (.9%) and 39,000 shares (.9%) in the three and six
months ended August 31, 2002,  respectively,  due to purchases of the  Company's
common  stock made by the Company  during the year ended  August 31,  2002.  The
Company  purchased 15,100 shares of its common stock during the three-month 2002
period and a total of 17,267 shares during the six-month  2002 period,  all from
unaffiliated parties.

Financial Condition and Liquidity
- ---------------------------------

         During the first  half of fiscal  2003,  the  Company  returned  to its
normal pattern of its operating  activities  funding its investing and financing
activities  with  the  result  being an  approximate  $108,400  increase  in the
Company's cash and cash  equivalents at August 31, 2002. Aided by the receipt of
an  approximate  $321,700  federal  income tax refund,  the Company's  operating
activities  contributed  approximately  $250,900 in funds despite the decline in
the  Company's  oil and gas revenues  compared to the first half of fiscal 2002;


                                       9


however, the Company's investing activities used approximately $90,800 in funds,
primarily for additions to the Company's  Colorado land held for development and
to acquire  other real estate  assets.  In  addition,  the  Company's  financing
activities (entirely purchases of the Company's common stock) used approximately
$51,700 in funds. At August 31, 2002, the Company had no indebtedness  and cash,
cash  equivalents  and  investment   securities   available  for  sale  totaling
approximately $3,776,400.

         The Company expects to fund its  contemplated  operations and any stock
purchases  it makes  during the third  quarter and the  remainder of fiscal 2003
from its  cash  and  cash  equivalents  and  sales  of all or a  portion  of its
investment  securities  available for sale. The Company also expects its oil and
gas  revenues,  barring  any  significant  increases  in oil and gas prices from
current levels,  to continue to decline pending a successful  implementation  of
the secondary recovery project on the Madison County, Texas property.

         Infrastructure  costs for the Company's  "Oakridge at Durango" proposed
development may require  financing in addition to the Company's cash funds.  The
Company  continues to receive very positive site location  inquiries  from third
parties as well as significant interest from substantial builders/developers who
would like to participate in the project.  Opportunities  to provide  additional
funding  through  site  sales  or  other   builder/developer   participation  is
encouraging  to the  Company;  however,  there can be no  assurance  that  these
options will be available to the Company when financing is needed.

ITEM 3.  CONTROLS AND PROCEDURES.

         (a) Sandra  Pautsky,  the Company's  President and principal  executive
officer,  and Carol J. Cooper, the Company's principal  financial officer,  have
evaluated the effectiveness of the Company's  disclosure controls and procedures
[as  defined  in Rule  13a-14(c)  of The  Securities  Exchange  Act of 1934 (the
"Act")] as of a date  within 90 days of the filing  date of this report and have
concluded that the Company's disclosure controls and procedures are effective to
ensure that  information  required to be disclosed by the Company in the reports
that it files or submits under the Act is recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.

         (b) There have been no changes in the  Company's  internal  controls or
other factors that could  significantly  affect these controls subsequent to the


                                       10


date of their  evaluation  by Ms.  Pautsky and Ms.  Cooper,  and no  significant
deficiencies  or  material  weaknesses  were  identified  with  respect  to such
internal controls.

                           PART II - OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a) The Company's 2002 Annual Meeting of  Shareholders  (the "Meeting")
was held on July 25, 2002.

         (b) At the Meeting,  Sandra  Pautsky,  Danny Croker and Randy Camp were
elected as  directors  of the Company to serve until the 2003 Annual  Meeting of
Shareholders or until their successors are elected.

         (c) A total of 4,059,400  shares were represented in person or by proxy
at the Meeting.  The election of directors was the only matter voted upon by the
Company's  shareholders at the Meeting.  The following sets forth the results of
the Vote:

   Name of Nominee             Number of Shares            Number of Shares
   ---------------             ----------------            ----------------
                                   Voted For              Authority Withheld
                                   ---------              ------------------

   Sandra Pautsky                  4,058,600                      800
   Danny Croker                    4,058,600                      800
   Randy Camp                      4,058,600                      800








                                       11



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits - None.

         (b)      Reports on Form 8-K - No reports on Form 8-K were filed by the
                  Company during the three months ended August 31, 2002.


                                   SIGNATURES


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

                                                     OAKRIDGE ENERGY, INC.
                                                         (Registrant)



Date:  October 15, 2002             By /s/ Sandra Pautsky
                                      ------------------------------------------
                                    Sandra Pautsky, President


                                    By /s/ Carol J. Cooper
                                      ------------------------------------------
                                    Carol J. Cooper, Principal Financial Officer

















                                       12







                                  CERTIFICATION


         I,  Sandra  Pautsky,  President  and  Principal  Executive  officer  of
Oakridge Energy, Inc. certify that:

         1. I have  reviewed  this  quarterly  report on Form 10-QSB of Oakridge
Energy, Inc.;

         2. Based on my  knowledge  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report(the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness  of disclosure  controls and procedures based on our evaluation as
of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have  disclosed
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         a) All significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  October 15, 2002                           By /s/ Sandra Pautsky
                                                  ------------------------------
                                                  Sandra Pautsky, President and
                                                  Principal Executive Officer of
                                                  Oakridge Energy, Inc.

                                       13


                                  CERTIFICATION

         I, Carol J. Cooper,  Principal  Financial  Officer of Oakridge  Energy,
Inc. certify that:

         1. I have  reviewed  this  quarterly  report on Form 10-QSB of Oakridge
Energy, Inc.;

         2. Based on my  knowledge  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report(the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness  of disclosure  controls and procedures based on our evaluation as
of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have  disclosed
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  October 15, 2002                     By /s/ Carol J. Cooper
                                            ------------------------------------
                                            Carol J. Cooper, Principal Financial
                                            Officer of Oakridge Energy, Inc.




                                       14