UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File No. 000-52206
(Check One): CUSIP Number ______________
[ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X] Form 10-QSB [ ]Form - SAR
For Period Ended: September 30, 2006
[ ] 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 -SAR
For the Transition Period Ended:____________
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 - REGISTRATION INFORMATION
Full Name of Registrant: Royal Oil & Gas Corp.
Former Name if Applicable:
Address of Principal Executive Office
(Street and Number) 117 - 8880 No. 1 Road
City, State and Zip Code: Richmond BC, Canada V7C 4C3
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 or Form -SAR, or portion thereof, will be
filed on or before the fifteenth calendar following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on the 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 Forms 10-K, 20-F, 11-K, 10-Q,
- -SAR, or the transition report or portion thereof, could not be filed within the
prescribed time period.
The registrant has recently completed its Form 10-SB registration statement
filing and was delayed in completing its quarterly report. Presently, the
registrant is waiting for its independent auditors to complete their review of
the report. Management believes that the quarterly report can be filed within
the prescribed extension period.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Leonard E. Neilson (801) 733-0800
- ------------------ ----------- ------------------
(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 answer is no,
identify reports(s). Yes [X] 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 [ ] No [X]
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.
Royal Oil & Gas Corp.
--------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 15, 2006 By /S/ DELBERT B. BLEWETT
---------------------------
Delbert G. Blewett
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).
-2-