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 of earliest event reported): ~~February~~October 731, 2012

Adino Energy Corporation

(Exact Name of Registrant as Specified in Charter)

Montana

333-74638

82-0369233

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

2500 City West Boulevard, Suite 300 ~~Houston, Texas 77042 (Address of principal executive offices)~~

Houston, Texas 77042

(Address of principal executive offices)

(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:

£¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) £ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) £ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) £ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~FORWARD~~¨ ~~LOOKING~~Soliciting ~~STATEMENTS~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Adino~~¨ ~~Energy Corporation (referred to in this Current Report on Form 8~~Pre-Kcommencement ascommunications ~~“we”~~pursuant orto ~~the~~Rule ~~“Company”~~14d-2(b) ~~desires~~under ~~to take advantage of~~ the ~~“safe~~Exchange ~~harbor” provisions of the Private Securities Litigation Reform~~ Act of(17 ~~1995.~~CFR 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 performance240. 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 non14d-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.2(b)

~~Readers~~¨ ~~should not place undue reliance on forward~~Pre-~~looking~~commencement ~~statements,~~communications ~~which~~pursuant ~~are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject~~ to ~~risks,~~Rule ~~uncertainties and assumptions~~ 13e-4(~~including those described below~~c) ~~and~~under ~~apply only as of~~ the ~~date~~Exchange ofAct ~~this~~(17 ~~report.~~CFR ~~Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, the forward-looking statements contained herein~~240. 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 forward13e-~~looking statements, whether as a result of new information, future events or otherwise.~~4(c))

Item 1.01 Entry into a Material Definitive Agreement

The information set forth under Item 2.01 of this current report on Form 8-K is incorporated herein by reference. On October 31, 2012 Adino Energy Corporation (“Adino” or the “Company”) and Adino Exploration, LLC (“Exploration”), a wholly owned subsidiary of the Company, entered into an Asset Purchase and Sales Agreement (“Agreement”) with Broadway Resources, LLC (“Buyer”), a copy of which is attached as Exhibit 1.1 to this current report on Form 8-K. The Agreement provides that Exploration has agreed to sell all of its rights, title and interest to its oil and gas leases located in Coleman and Runnels Counties, Texas, which are more fully described in Exhibit A-1 to the Agreement. The purchase price paid by the Buyer was $2,921,616, which includes a cash payment of $811,825 and the elimination of Adino and Exploration debts in the amount of $2,109,791.

The Company’s Chairman and Chief Financial Officer have an ownership interest in the Buyer. Exploration’s members approved the sale of assets and the terms of the Agreement as being fair and reasonable.

The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 1.1 to this current report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets

On ~~February~~October 731, ~~2011,~~2012 Adino Energy Corporation (“Adino” or the “Company”) ~~sold~~and ~~all~~Adino ofExploration, ~~its membership interest in~~LLC ~~its~~(“Exploration”), a wholly- owned subsidiary, ~~Intercontinental~~of ~~Fuels~~the Company, ~~LLC~~entered into an Asset Purchase and Sales Agreement (“~~IFL~~Agreement”) towith ~~Pomisu~~Broadway ~~XXI~~Resources, ~~S.L.~~LLC (“Buyer”)., ~~The~~a ~~purchase price~~copy toof bewhich ~~paid~~is byattached ~~the~~as ~~Buyer~~Exhibit is1.1 ~~$900,000,~~ to this becurrent ~~paid~~report inon ~~two~~Form ~~installments with the first installment of $244,824~~8-K.97 ~~due~~The onAgreement ~~February 7,~~provides ~~2011,~~that ~~and~~Exploration ~~the~~has ~~balance~~agreed ~~due~~to ~~not~~sell ~~later~~all ~~than~~of ~~May~~its 7rights, ~~2012.~~title ~~The~~and interest ~~balance~~to ofits ~~the~~oil ~~purchase~~and ~~price~~gas ~~shall~~leases belocated ~~computed~~in asColeman ~~follows:~~and ~~$900~~Runnels Counties,~~000.00 minus~~ ~~$244~~Texas,~~842.97~~ ~~(initial~~which ~~installment)~~are ~~minus~~more ~~any~~fully ~~IFL~~described ~~liabilities~~in ~~plus~~Exhibit ~~any~~A-1 ~~cash~~to onthe ~~deposit~~Agreement. ~~with~~The ~~Regions~~purchase ~~Bank~~price ~~for~~paid by the ~~benefit~~Buyer ~~of IFL~~was or$2,921,616, ~~cash~~which onincludes ~~deposit~~a ~~with~~cash ~~J.P.~~payment ~~Morgan~~of ~~Bank~~$811,825 ~~for~~and the ~~benefit~~elimination of Adino and Exploration debts in the ~~Company~~amount of $2,109,791.

~~SIGNATURES~~The Company’s Chairman and Chief Financial Officer have an ownership interest in the Buyer. Exploration’s members approved the sale of assets and the terms of the Agreement as being fair and reasonable.

~~Pursuant~~In toevaluating the ~~requirements~~sale of Exploration’s assets, including the ~~Securities~~determination ~~Exchange~~of ~~Act~~an appropriate purchase price paid, Exploration considered a variety of ~~1934~~factors, including the ~~registrant~~estimated ~~has~~future ~~duly~~net ~~caused~~oil ~~this~~reserves ~~report~~of tothe beoil ~~signed~~and ongas ~~its~~leases, ~~behalf~~comparable bysales ~~the~~of other oil and ~~undersigned~~gas ~~hereunto~~leases ~~duly~~in ~~authorized~~the area, and the value of the equipment sold.

~~Dated: February~~The 21foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, ~~2012~~a copy of which is attached as Exhibit 1.1 to this current report on Form 8-K.

~~Adino~~Item ~~Energy~~5.02 ~~Corporation~~Departure ~~By:~~of ~~/s/~~Directors ~~Timothy~~or G.Certain ~~Byrd,~~Officers; ~~Sr.~~Election ~~Timothy~~of G.Directors; ~~Byrd,~~Appointment ~~Sr.~~of ~~Chief~~Certain ~~Executive~~Officers; ~~Officer~~Compensatory Arrangements of Certain Officers.

On October 31, 2012, Shannon McAdams, the Company’s chief financial officer, resigned his employment with the Company and with Adino Exploration, LLC.

Item 9.01 Financial Statements and Exhibits

d) Exhibits

	No.		Exhibit
	1.1		Asset Purchase and Sale Agreement with Broadway Resources, LLC dated October 31, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 5, 2012

	Adino Energy Corporation

	By:	/s/ Timothy G. Byrd, Sr.
	Timothy G. Byrd, Sr.
	Chief Executive Officer

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