	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
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	FORM 12b-25
		SEC FILE NUMBER
		000-52590
	NOTIFICATION OF LATE FILING
		CUSIP NUMBER
		70423P 10 6

(Check One): o Form 10-K

o Form 20-F

o Form 11-K

x Form 10-Q

o Form 10-D

o Form N-SAR o Form N-CSR

For Period Ended: September 30, 2007

[

] 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:

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

Paxton Energy, Inc.

Full Name of Registrant

n/a

Former Name if Applicable

2533 North Carson Street, Suite 6232

Address of Principal Executive Office (Street and Number)

Carson City, NV 89706

City, State and 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)

(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 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

PART III -- NARRATIVE

State below in reasonable detail the reasons 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.

Our quarterly report on Form 10-QSB could not be filed because management requires additional time to compile and verify the data required to be included in the report.

PART IV -- OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Robert Freiheit		775		841-5049
(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 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?

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.

Oil and gas revenues for the quarter ended September 30, 2007, are expected to be approximately $27,000, as compared to $46,757 for the quarter ended September 30, 2006. Loss from operations is expected to be approximately $486,000 and net loss is expected to be approximately $497,000 for the quarter ended September 30, 2007, as compared to a loss from operations of $554,500 and a net loss of $79,609 for the quarter ended September 30, 2006. The decreased revenues are principally due to partial shut-in of certain wells during 2007 as the result of unusual amounts of rainfall in the area of the wells. The decrease in loss from operations is principally due to a decrease in share-based compensation while the increase is net loss is principally due to a gain on derivative liability valuation of $457,316 in the quarter ended September 30, 2006 (none in the quarter ended September 30, 2007).

Paxton Energy, Inc.

(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 14, 2007

/s/ Robert Freiheit

Robert Freiheit, President, Chief Executive Officer, and

Chief Financial Officer