-----------------------

 

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

[   ] Form 10-Q

[   ] Form N-SAR

[X] Form 10-KSB

[   ] Form 10-QSB

 

For Period Ended: December 31, 2005

SEC File Number 0-5525

[   ] 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:

 

PART I - REGISTRANT INFORMATION

 

CASTLEGUARD ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

17768 Preston Road
(Address of principal executive offices)

 

 

Dallas, Texas
(City and State)

75252
(Zip Code)

 

 

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;

 

(b)

The subject quarterly report on Form 10-QSB 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 the reasons why the Form 10-QSB could not be filed within the prescribed time period.

 

The Registrant's Quarterly Report on Form 10-KSB requires the filling of audited financial

statements. Despite Registrant's diligent efforts said financial statements have been delayed, but should be completed in time to file by April 15, 2006.

 

 

PART IV - OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Harvey Jury

214

647-2110

(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 been filed?

[X]   Yes

[   ]   No

 

 

 

 

 

If answer is no, identify reports.

 

 

 

 

 

 

 

 

(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 preceding 12 months been filed?

[   ]   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.

 

 

 

CASTLEGUARD 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 29, 2006

 

 

 

 

By:                                                            

 

            Harvey Jury

 

            Chief Executive and Financial Officer

 

 

 

 

 

ATTENTION

 

Intentional misstatements or omissions constitute Federal Criminal Violations (see 18 U.S.C. 1001).