UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One):    Form 10-K    Form 20-F     Form 11-K  X  Form 10-Q    Form N-SAR
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For Period Ended: March 31, 2002
[   ]    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

For the Transition Period Ended:
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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
   NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSIONS HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

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Full Name of Registrant:

Geo Petroleum, Inc.
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Former Name if Applicable:

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Address of Principal Executive Office (Street and Number)

18281 Lemon Drive
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City, State and Zip Code

Yorba Linda, California 92886
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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), the following should
be completed. (Check box, if appropriate)


 X
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     (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;
     (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K, 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 of 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
     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.


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PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the  prescribed  time period.  (Attach Extra Sheets if Needed).  The  Registrant
hereby  represents that it is unable to file its Quarterly Report on Form 10-QSB
for the period  ended  March 31,  2002  without  unreasonable  effort or expense
because  the  Registrant's  management  has been  unable to timely  compile  the
information that is required to be disclosed, as management has been required to
expend  significant   management  time  to  oversee  the  Registrant's  business
operations,  which  required  management to travel  significantly.  The delay in
compiling  the  information  necessary  could not have been  eliminated  without
unreasonable effort or expense.  The Registrant further represents that the Form
10-QSB  will be filed by no later than the 5th day  following  the date on which
the Form 10-QSB was due.

PART IV - OTHER INFORMATION

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

         Richard C. Reincke           (949)                 660-9700
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         (Name)                    (Area Code)               (Telephone Number)

(2)      Have all other periodic reports required under Section 13 or 15(d) of
         the Securities and 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
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(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?

           X   Yes      No
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         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.
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                  (Name of Registrant as Specified in Charter)

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

          By:   /s/ Dennis Tempe                                 August 14, 2002
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                Dennis Timpe, President

INSTRUCTION: THE FORM MAY BE SIGNED BY AN EXECUTIVE OFFICE 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.

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