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


                                  FORM 10KSB/A

[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the fiscal year ended December 31, 1997

[   ]     TRANSITION  REPORT  UNDER  SECTION  13 OR 15(D)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from, _______________ to _____________.


          Commission file number 0-20915


                               GEO PETROLEUM, INC.
                 (Name of Small Business Issuer in Its Charter)

          California                                        33-0328958
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)


501 Deep Valley Drive, Suite 300
Rolling Hills Estates, California                               90274
(Address of principal executive offices)                     (Zip Code)
                                          
Issuers telephone number (310) 265-0721

Securities registered under Section 12(b) of the Exchange Act:

                                               Name of each Exchange
       Title of each class                      on which registered
       -------------------                    -----------------------
             Common                             NASD Bulletin Board

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, No Par Value
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by 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),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ] YES   [   ] NO


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-B is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by 


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reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

[ ]


Transitional Small Business Disclosure Format.

[   ] YES   [ X ] NO



<PAGE>


Geo Petroleum, Inc. hereby amends the Annual Report on Form 10KSB dated December
31, 1997, by adding Exhibit 27 - Financial Data Schedule as follows:

GEO PETROLEUM, INC.
ARTICLE 5 FINANCIAL DATA SCHEDULE







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SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                   Geo Petroleum Inc.
Dated: October 26, 1998

                                   By: /s/ GERALD T. RAYDON
                                   -----------------------------------
                                           GERALD T. RAYDON
                                           Chairman and C.E.O.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the date indicated.

Signatures and dates of directors.

Signature                    Title                             Date

Gerald T. Raydon             Chairman and C.E.O.               October 26, 1998

Larry R. Burroughs           President/C.O.O./
                             Director                          October 26, 1998

Alyda L. Raydon              Director                          October 26, 1998

William J. Corcoran          Director                          October 26, 1998

Signatures for all directors and chief executive officer and Principal Financial
and Accounting Officer.