UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 3,
2011
Adino
Energy Corporation
(Exact
Name of Registrant as Specified in Charter)
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Montana
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333-74638
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82-0369233
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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2500 City
West Boulevard, Suite 300
Houston,
Texas 77042
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(Address
of principal executive offices)
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(281) 209
– 9800
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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FORWARD
LOOKING STATEMENTS
Adino
Energy Corporation (referred to in this Current Report on Form 8-K
as “we” or the “Company”) desires to take
advantage of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. This report
contains a number of forward-looking statements that reflect
management’s current views and expectations with respect to
our business, strategies, future results and events and financial
performance. All statements made in this report other than
statements of historical fact, including statements that address
operating performance, events or developments that management
expects or anticipates will or may occur in the future, including
statements related to future cash flows, revenues, profitability,
adequacy of funds from operations, statements expressing general
optimism about future operating results and non-historical
information, are forward-looking statements. In particular, the
words “believe,” “expect,”
“intend,” “ anticipate,”
“estimate,” “may,” “will,” and
variations of such words and similar expressions identify
forward-looking statements, but are not the exclusive means of
identifying such statements and their absence does not mean that a
statement is not forward-looking. These forward-looking statements
are subject to certain risks and uncertainties, including those
discussed below. Our actual results, performance or achievements
could differ materially from historical results as well as those
expressed in, anticipated, or implied by the forward-looking
statements contained herein. We do not undertake any obligation to
revise these forward-looking statements to reflect any future
events or circumstances.
Readers
should not place undue reliance on forward-looking statements,
which are based on management’s current expectations and
projections about future events, are not guarantees of future
performance, are subject to risks, uncertainties and assumptions
(including those described below) and apply only as of the date of
this report. Our actual results, performance or achievements could
differ materially from the results expressed in, or implied by, the
forward-looking statements contained herein. Factors that could
cause or contribute to such differences include, but are not
limited to, communications to shareholders issued by us from time
to time, which attempt to advise interested parties of the risks
and factors that may affect our business. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Item 2.01
Completion of Acquisition or Disposition of
Assets
On
November 3, 2011, Adino Energy Corporation (“Adino” or
the “Company”) purchased all unencumbered assets of AOS
1A, LP and AOS 1-B, LP, limited partnerships managed by Ashton
Oilfield Services, Inc. The assets purchased include those set
forth in Exhibit A to the Asset Purchase Agreement. The
consideration for this purchase was 100,000 shares of Adino's Class
"B" Preferred Stock Series 1 (the "Preferred Stock"), as follows:
95,534 shares to AOS 1A, and 4,466 shares to AOS
1-B. The Preferred Stock shall be convertible into
common shares at AOS 1A or AOS 1-B's option at any time after six
months, provided that (a) no conversion may be made during the
first six months, (b) after the first six months, only 25% of the
Preferred Stock may be converted to common stock, and (c) each
month thereafter, only up to 12.5% of the Preferred Stock may be
converted to common stock. The Preferred Stock shall have other
terms as determined by Adino's Board of Directors. The number of
shares of Preferred Stock was chosen to conform to the agreed upon
value of $1,500,000 for the assets.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
November 7, 2011 Adino amended its articles of incorporation in
order to change the designation of its Class B Preferred Stock
Series 1. The amendment to the articles of incorporation is as
follows:
a. The
number of authorized shares of Class B Preferred Stock Series 1 is
666,680 shares with a par value of $0.001 per share.
b.
Beginning on the date that is six (6) months from the date of
issuance of the Class B Preferred Stock Series 1, any holder of
Class B Preferred Stock Series 1 may convert up to 25% of such
stockholder’s initial holdings (i.e. before taking into
account any prior conversions, but taking into account any sales or
transfers) of Class B Preferred Stock Series 1 into fully paid and
non assessable shares of common stock of the Company at the rate of
one hundred (100) shares of common stock per share of Class B
Preferred Stock Series 1. Every month thereafter, any holder of
Class B Preferred Stock Series 1 may convert up to 12.5% of such
stockholder’s initial holdings of Class B Pre