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AOIL > SEC Filings for AOIL > Form 8-K/A on 15-Jun-2012All Recent SEC Filings

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Form 8-K/A for ARMADA OIL, INC.


15-Jun-2012

Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure,


Item 2.01 Completion of Acquisition of Disposition of Assets.

On March 30, 2012, Armada Oil, Inc. (f/k/a NDB Energy, Inc. the "Company") completed the acquisition of Armada Oil and Gas, Inc. (f/k/a Armada Oil, Inc.), as more fully described in the Company's Current Report on Form 8-K filed with the United States Securities and Exchange Commission on April 3, 2012 (the "4/3 8-K"). Pursuant to the General Instructions of Form 8-K for Item 9.01(a)(4), the Company hereby amends the 4/3/ 8-K to include the audited financial statements for Armada Oil and Gas, Inc. for the period from January 19, 2012 (Inception) through March 29, 2012, which are attached as Exhibit 99.1hereto.



Item 7.01 Regulation FD Disclosure

Except for the historical information presented in this document, the matters discussed in this Form 8-K, or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes," "plans," "intend," "scheduled," "potential," "continue," "estimates," "hopes," "goal," "objective," "expects," "may," "will," "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Form 8-K should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 8-K. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Form 8-K and in the Registrant's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant's business.

Note: Information in this report furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this current report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.



Item 9.01 Financial Statements and Exhibits

The following exhibitsare furnished as part of this report:

Number            Description

99.1              Armada Oil and Gas, Inc. Audited Financial Statements for the
                  period from January 19, 2012 (Inception) through March 29, 2012

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