ODYSSEY
OIL & GAS, INC.
FORM
NT
10-Q
(Notification
that Quarterly Report will be submitted late)
Filed
08/14/08 for the Period Ending 06/30/08
Telephone
27 (11) 807-1446
CIK
0001160798
Symbol
OOGI
SIC
Code
3841 - Surgical and Medical Instruments and Apparatus
Fiscal
Year 12/31
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12B-25
NOTIFICATION
OF LATE FILING
(Check
One): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-QSB
|_|
Form
10D |_| Form N-SAR |_| Form N-CSR
For
Period Ended: March 31, 2008
|_|
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: N/A
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:
Odyssey
Oil & Gas, Inc.
Former
name if applicable:
Address
of principal executive office (Street and number):
18
George Avenue
City,
State and Zip Code:
Rivonia,
Gauteng 2128, South Africa
PART
II. RULE 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 appropriate box.)
|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-KSB,
Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form
10-QSB or subject distribution report on Form 10-D, 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 Form 10-KSB, 11-K, 10-QSB, 10-D,
N-SAR, N-CSR or the transition report or portion thereof could not be filed
within the prescribed time period.
Management
is still in the process of completing the Registrant's Form 10-QSB for the
period ended June 30, 2008. The Registrant's auditor had not completed its
review of the financial statements for such period. Management has been working
diligently to complete the Form and anticipates that it will be filed within
the
time allowed by this extension.
PART
IV. OTHER INFORMATION
(1) Name
and
telephone number of person to contact in regard to this
notification
Arthur
Johnson +27(83)654-2633
(Name)
(Area Code) (Telephone number)
(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.
Odyssey
Oil & Gas, 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
August 14, 2008
By
/s/ Arthur Johnson, President 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 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 (Section 232.201 or Section 232.202 of this chapter) or apply
for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).