SEC FILE NUMBER
 
333-106299 
   
 
CUSIP NUMBER 
 
67611C 10 3
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
 
(Check one):
x Form 10-K
 o Form 20-F o Form 11-K o Form 10-Q
  o Form N-SAR   o Form N-CSR     
 
          For Year Ended: December 31, 2009

          o  Transition Report on Form 10-K

          o  Transition Report on Form 20-F

          o  Transition Report on Form 11-K

          o  Transition Report on Form 10-Q

          o  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:


PART I -- REGISTRANT INFORMATION
ODYSSEY OIL & ENERGY, INC.
Full Name of Registrant


Former Name If Applicable

18 GEORGE AVENUE,
Address of Principal Executive Office (Street and Number)

RIVONIA 2128 SOUTH AFRICA
City, State and Zip Code
 
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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 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 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. 
 
Management is still in the process of completing the Registrant's Form 10-K for the period ended December 31, 2009. 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."
 
SEC 1344(03-05)
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 control number.
 
(Attach extra Sheets if Needed)

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  o 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?
                                                                 o 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.

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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 March 30, 2010
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.

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 (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 learly 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). 

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