SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number 0-52100
NOTIFICATION
OF LATE FILING
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(Check
One)
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o Form
10-K
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o
Form
11-K
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o Form
20-F
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x
Form
10-Q
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oForm
N-SAR
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For
Period Ended: March
31, 2008
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o
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Transition
Report on Form 10-K
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o
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Transition
Report on Form 20-F
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o
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Transition
Report on Form 11-K
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o
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Transition
Report on Form 10-Q
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o
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Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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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
TEKOIL
& GAS CORPORATION
Full
Name
of Registrant
25025
I-45 North, Suite 525
Address
of Principal Executive Office (Street and Number)
The
Woodlands, Texas 77380
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.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense;
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[X]
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(b)
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The
subject annual report, semi-annual report, transition report on Form
10-K,
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-Q, or portion
thereof will be filed on or before the fifth calendar day following
the
prescribed due date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or
the
transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The
small business issuer’s quarterly report on Form 10-Q could not be filed
without
unreasonable effort or expense because of delays in completing the
consolidated
financial statements of the company and its subsidiaries. The
report
will be filed no later than the 5th
calendar day following the due date, or
by May 20, 2008.
PART
IV
OTHER
INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Gerald
Goodman
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(732)
544-8111
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(Name)
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(Area
Code) (Telephone Number)
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(2)
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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).
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o
Yes x
No
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(3)
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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?
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x
Yes o
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. (See
below.)
The
small business issuer’s quarterly report on Form 10-Q will report net
revenues
of approximately $2.2 million, compared to $0 of revenues in the first
quarter
of 2007. In addition, loss from operations in the first quarter of 2008
was
approximately $2.61 million, compared to approximately $434,266 in the same
quarter
of 2007; and the small business issuer’s net loss for the first quarter
of
2008 was approximately $6.65 million ($0.12 per common share), compared to
net
loss of approximately $439,493 ($0.02 per common share) in the first quarter
of
2007. The changes in results of operations from the first quarter of 2007 to
the
first quarter of 2008 were primarily the result of the acquisition by the
small
business issuer’s majority-owned subsidiary, in May 2007, of certain oil
and
gas properties in Galveston Bay, Texas, as previously disclosed in the small
business
issuer’s periodic reports and other securities filings.
TEKOIL
& GAS CORPORATION
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned
thereunto
duly authorized.
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Date:
May
16, 2008
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By:
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/s/
Gerald
Goodman
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Gerald
Goodman
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Chief
Financial Officer
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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.
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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 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of
Regulation S-T.
