FORM,  FSLR  P.  32,291,  Application  for  extension  of  time  for  furnishing
information pursuant to Sec. 13 or 15(d)--Form 12b-25, [Form 12b-25]

[Form 12b-25]

[Adopted in Release No.  34-10707 (P.  79,728),  effective June 3, 1974, 39 F.R.
12861;  amended in Release No. 34-16718 (P.  82,487),  effective May 8, 1980, 45
F.R. 23651;  amended in Release No.  34-21633 (P.  83,725),  effective April 30,
1985, 50 F.R. 1442; Release No. 34-26589 (P. 72,435),  effective April 12, 1989,
54 F.R. 10306;  Release No. 34-30968 (P. 72,439),  effective August 13, 1992, 57
FR 36442;  Release No.  34-31905 (P.  85,111),  effective  April 26, 1993, 58 FR
14628; and Release No. 34-35113 (P. 85,475), effective January 30, 1995, 59 F.R.
67752.]


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


SEC FILE NUMBER     0-20915

CUSIP NUMBER        37246F 10 2

(Check One):

[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR

For Period Ended: December 31, 1997

[ ] Transition Report on Form 10-K

[ ] Transition Report on Form 20-F

[ ] Transition Report on Form 11-K

[ ] Transition Report on Form 10-Q

[ ] Transition Report on Form N-SAR


Reproduced below is the text of Form 12b-25 as proposed to be amended in Release
No. 34-35991 (P. 85,644), July 19, 1995.

[ ] Money Market Fund Rule 30b3-1 Filing

End of Proposed Amendment ____________________________________________


For the Transition Period Ended:


Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

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

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:


Part I--Registrant Information

Full Name of Registrant
Geo Petroleum, Inc.


Former Name if Applicable
N/AP

Address of Principal Executive Office
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, CA 90274


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

If the subject report could not be filed without  unreasonable effort or expense
and the  registrant  seeks relief  pursuant to Rule 12b-25(b) [P.  23,047],  the
following should be completed. (Check box if appropriate)

(a) The reasons  described in  reasonable  detail in Part III of this form could
not be eliminated without unreasonable effort or expense;

[X](b) The subject annual report,  semi-annual report, transition report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date;  and [Amended in Release No.  34-26589 (P.  72,435),  effective  April 12,
1989, 54 F.R. 10306.]


Reproduced below is the text of paragraph (b) as proposed to be amended in
Release No. 34-35991 (P. 85,644), July 19, 1995.

(b) The subject annual report,  semi-annual  report,  transition  report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q or filing made by a
money market fund pursuant to Rule 30b3-1,  or portion  thereof will be filed on
or before the fifth calendar day following the prescribed due date; and

End of Proposed Amendment ____________________________________________


(c) The  accountant's  statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.


Part III--Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period. [Amended in Release No.
34-26589 (P. 72,435),  effective April 12, 1989, 54 F.R. 10306;  and Release No.
34-30968 (P. 72,439),  effective  August 13, 1992, 57 FR 36442.] The Form 10-KSB
could not be filed within the prescribed  period due to scheduling  difficulties
with the  Company's  auditors  and the  negotiation  of a payment  plan that was
acceptable to both parties. The payment plan negotiations had to be completed in
order for the Company and its auditors to be in compliance with SEC regulations.
The Form 10-KSB will be filed on or before April 14, 1998.

Reproduced  below is the text of Part III as  proposed  to be amended in Release
No. 34-35991 (P. 85,644), July 19, 1995.

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q, or filing made by a money market fund pursuant to Rule 30b3-1
and Form 10-QSB, N-SAR, or the transition report or portion thereof could not be
filed within the prescribed period.

End of Proposed Amendment ____________________________________________


(Attach Extra Sheets if Needed)
Part IV--Other Information

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

Raydon, Eric James
Geo Petroleum, Inc.
501 Deep Valley Drive, Suite 300
Rolling Hills Estates, CA  90274
Bus: (310) 265-0721

(2) Have all other  periodic  reports  required under section 13 or 15(d) of the
Securities  Exchange Act of 1934 or section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

[X] Yes   [ ] No

(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 or portion thereof?

[ ] Yes   [X] No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


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

Date March 30, 1998


/s/ GERALD T. RAYDON
- -----------------------------
GERALD T. RAYDON
(CHAIRMAN AND CHIEF EXECUTIVE OFFICER)

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).


GENERAL INSTRUCTIONS

1. This form is  required  by Rule  12b-25 (17 CFR 240,  12b-25) of the  General
Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed  original and four  conformed  copies of this form and  amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations  under the Act. The information  contained in or filed with the Form
will be made a matter of the public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with
each  national  securities  exchange  on which  any class of  securities  of the
registrant is registered.

4.  Amendments to the  notifications  must also be filed on Form 12b-25 but need
not restate  information  that has been correctly  furnished.  The form shall be
clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report  solely due to  electronic  difficulties.  Filers unable to
submit a report  within  the  time  period  prescribed  due to  difficulties  in
electronic  filing  should comply with either Rule 201 or Rule 202 of Regulation
S-T  (ss.232.201  or  ss.232.202  of this chapter) or apply for an adjustment in
filing  date  pursuant to Rule 13(b) of  Regulation  S-T  (ss.232.13(b)  of this
chapter). [Added in Release No. 34-31905 (P. 85,111),  effective April 26, 1993,
58 FR 14628; and Release No. 34-35113 (P. 85,475),  effective  January 30, 1995,
59 F.R. 67752.]