GEO PETROLEUM INC
NTN 10Q, 1998-09-11
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 June 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.

         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 just completed  their
         full 1997 audit of the Company's  books, and are preparing the required
         1997 Adjusting Journal Entries for the Company's books. The main source
         of the delay was: 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 could not
         complete its 10QSBs without the 1997 Adjusting Journal Entries, balance
         sheet, earnings comparisons, and notes to financial statements.

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 8/15/98

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



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