Item 3.02 Unregistered Sales of Equity Securities

On December 31, 2012, GreenHunter Energy, Inc. (the "Company") completed its equity acquisition of two oilfield water service and construction companies that provide services to oil and natural gas producers in the Eagle Ford Shale. The two entities, White Top Oilfield Construction, LLC ("White Top") and Black Water Services, LLC ("Black Water"), with common management, have been providing services since 2008 to operators active in the Eagle Ford Shale play. Combined assets include twenty six (26) vacuum water trucks, ten (10) dump trucks, six
(6) drilling rig wash trailers and seven (7) pieces of heavy equipment. Located in Louise, Wharton County, Texas, with 66 employees, White Top and Black Water service E&P operators predominantly concentrated in the Texas counties of Gonzales, Karnes and DeWitt.

Pursuant to the terms of the acquisition agreements, the companies were acquired for an aggregate $1,200,000 cash, 41,000 shares of the Company's 10% Series C Cumulative Preferred Stock (the "Series C Preferred Stock") and 589,657 shares of the Company's common stock. The shares of Series C Preferred Stock and common stock are to be issued to a small group of former shareholders of White Top and Black Water. The issuance of the shares of Series C Preferred Stock and common stock are subject to NYSE MKT approval. The shares of Series C Preferred Stock are generally not convertible into or exchangeable for any of the Company's other property or securities except that the shares of Series C Preferred Stock are convertible into shares of the Company's common stock under certain circumstances in connection with a change of ownership or control transaction.

The Company completed the transaction in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the 1933 Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 31, 2012, the Company made certain changes in the Company's senior management. The Board of Directors of the Company accepted the resignation of Gary C. Evans as Chief Executive Officer and approved the election of Jonathan D. Hoopes as interim Chief Executive Officer. Mr. Hoopes shall remain President and Chief Operating Officer. Mr. Evans shall remain as the Company's Chairman of the Board.

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