UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 10-D [ ] Form N-SAR
[ ]
Form N-CSR
For
Period Ended: September 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: ______________________________________________
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: ZION OIL & GAS, INC.
Former
Name if Applicable: Not Applicable
Address
of Principal Executive Office: 6510 Abrams Rd., Suite
300
City,
State and Zip Code: Dallas, TX 75231
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 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,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, 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 – NARATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
The
Company’s original filing did not include the required Certifications so the
Company will be doing a late filing in order to include the previously omitted
certifications.
PART
IV – OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification:
Andrew
Louis 214-221-4610
(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
report(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.
ZION OIL
& GAS, INC.
Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November 17,
2009
By: /s/ Andrew
Louis
Andrew Louis
Secretary