GEO PETROLEUM INC
NTN 10Q, 1998-11-24
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 September 30, 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.

         50-B Peninsula Center Drive, #109, Rolling Hills Estates, CA 90274-3506
         -------------------------------------
         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  has filed a petition  with the United  States  Bankruptcy
         Court under Chapter 11 of the Bankruptcy Act.

Part IV--Other Information

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

         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

<PAGE>

(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 11/15/98

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



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