GEO PETROLEUM INC
NT 10-Q, 1998-05-15
CRUDE PETROLEUM & NATURAL GAS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                     0-20915
                                     -------
                                 SEC FILE NUMBER

                           NOTIFICATION OF LATE FILING

                                   37246F 102
                                   ----------
                                  CUSIP NUMBER

                                   FORM 10-QSB
                         For period ended March 31, 1998

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

Part I--Registrant Information

         Full name of Registrant: Geo Petroleum, Inc.

         501 Deep Valley Drive, Suite 300, Rolling Hills Estates, CA  90274
         -------------------------------------
         Address of principal executive office

Part II--Rules 12b-25 (b) and (c)

         Not applicable, except that the subject quarterly report on Form 10-QSB
         will be filed on or before the  fifteenth  calendar day  following  the
         prescribed due date.

Part III--Narrative

State below in reasonable  detail the reasons why Form 10-QSB could not be filed
within the prescribed period:

         The Company's  auditors,  Ernst & Young LLP,  have not completed  their
         full 1997 audit of the  Company's  books.  The main source of the delay
         is: the  complex  calculation  of  non-cash  charges  against  earnings
         related to the  Company's  proposed  1998 merger with a related  party,
         Capitan Resources, Inc; and the calculation of non-cash charges against
         earnings  related to a lawsuit  the  Company  won  against a  negligent
         contractor.  Said charges would have a material effect on the Company's
         1997 and 1998 financial  statements.  The Company  cannot  complete its
         10QSB without the 1997 balance sheet, earnings  comparisons,  and notes
         to  financial  statements.  Ernst & Young LLP expects to have its audit
         completed shortly, and the Company will file its 10QSB at that time, in
         any event no later than May 31, 1998.

Part IV--Other Information

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification.



<PAGE>


         Gerald T. Raydon, 310-265-0721

(2) Have all other  periodic  reports  required under section 13 or 15(d) of the
Securities  Exchange  Act of 1934  during  the  preceding  12 months or for such
shorter period that the registrant was required to file such reports been filed?

         Yes

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report?

         No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively.


Geo Petroleum, Inc.
- -------------------------------------------
Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date 5/14/98

By  GERALD T. RAYDON
- ---------------------------
Gerald T. Raydon, Chairman and CEO



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