SEC FILE NUMBER
                                                            CUSIP NUMBER
                                                            67611C 10 3

                                  UNITED STATES
                             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  |_| Form N-CSR

          For Period Ended: June 30, 2009

          |_|  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 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:


Full Name of Registrant

Former Name If Applicable

Address of Principal Executive Office (Street and Number)

City, State and Zip Code

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 box if appropriate)

         |(a)  The reason  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, 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 subject distribution  reportion
         |     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.


State  below in  reasonable  detail why the Form 10-K,  11-K,  20-F 10-Q,  10-D,
N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be filed
within the prescribed time period.

                        Persons  who  are  to  respond  to  the   collection  of
                        information  contained in  this form are not required to
                        respond  unless the form displays a currently  valid OMB
SEC 1344(03-05)         control number.

(Attach extra Sheets if Needed)


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

     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
                                                                 |_| 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 & ENERGY, 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 12, 2009                      By /S/ ARTHUR JOHNSON
--------------------                      --------------------------------------
                                          ARTHUR JOHNSON, PRESIDENT

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.

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  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).