UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 001-08521

Oceanic Exploration Company

(Exact name of registrant as specified in its charter)

Delaware	84-0591071
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

7800 East Dorado Place, Suite 250

Englewood, CO 80111

(Address of principal executive offices)

Registrant’s telephone number, including area code: (303) 220-8330

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The total number of shares of the registrant’s common stock outstanding as of May 15, 2009 was 59,688,881 shares.

TABLE OF CONTENTS

EXPLANATORY NOTE	3
Part II — OTHER INFORMATION	3
Item 6 EXHIBITS AND REPORTS ON FORM 8-K	3
SIGNATURES	3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1

- 2 -

EXPLANATORY NOTE

This form 10-Q/A is being filed to amend and restate the certifications by Oceanic’s principal executive officer and principal financial officer filed as exhibits under Part II of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which was filed with the Securities and Exchange Commission on May 15, 2009 by Oceanic Exploration Company.

For purposes of this Form 10-Q/A, and in accordance with Rule 12b-15 under the Exchange Act, Exhibits 31.1 and 31.2 of the March 31, 2009 10-Q have been amended and restated in their entirety. No attempt has been made in this Form 10-Q/A to modify or update other disclosures as presented in the original March 31, 2009 10-Q.

PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits filed herewith are listed below and attached to this report. The ‘Exhibit Number’ refers to the Exhibit Table in Item 601 of Regulation S-K.

Exhibit Number		Name of Exhibit
	31.1	Rule 13a-14(a) Certification of Principal Executive Officer
	31.2	Rule 13a-14(a) Certification of Chief Financial Officer
	32.1	Rule 13a-14(b) Certification of Officers

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Oceanic Exploration Company
Date: June 12, 2009	/s/ Stephen M. Duncan
	Stephen M. Duncan — President
Date: June 12, 2009	/s/ Lori A. Brundage
	Lori A. Brundage — Chief Financial Officer

- 3 -