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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One):  X Form 10-K    Form 20-F    Form 11-K     Form 10-Q     Form N-SAR

For Period Ended:      December 31, 2001
[  ]    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:
                                --------------------------

- -------------------------------------------------------------------------------
|                                                                              |
| 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.                |
|                                                                              |
- --------------------------------------------------------------------------------

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:

- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
18281 Lemon Drive
- --------------------------------------------------------------------------------
City, State and Zip Code
Yorba Linda, California 92886
- --------------------------------------------------------------------------------


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]  (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, 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.







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 Annual Report on
Form 10-KSB for the period ended December 31, 2001 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-KSB will be filed by no later than the 15th day  following  the date
on which the Form 10-KSB 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
         ---------------------      --------------------------------------------
         (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).
     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  or  portion
     thereof?  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.
                               -------------------
                  (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 Timpe, President                     March 28, 2002
         -----------------------------------
         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.

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