10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark One)

T    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

¨    TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 000-51837

ADVENTURE ENERGY, INC.

(Name of registrant in its charter)

Florida (State or other jurisdiction of incorporation or organization) 26-2317506 (I.R.S. Employer Identification No.)

33 6th Street South, Suite 600, St Petersburg, FL 33701

 (Address of principal executive offices) (Zip Code)

Issuer’s telephone Number: (727) 482-1505

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None.

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required 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 o No x 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x 

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

Large accelerated filer o                                                                                        Accelerated filer o

Non-accelerated filer o                                                                                        Smaller reporting company x

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

The aggregate market value of the common stock held by non-affiliates of the registrant, based upon the last sale price of the common stock on June 30, 2008 was $3,500,000.

The number of shares of registrant’s common stock outstanding, as of March 24, 2009 was 12,731,949

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note:

This annual report on Form 10-K/A ("Form 10-K/A ") is being filed to amend our annual report on Form 10-K for the fiscal year ended December 31, 2008 (the "Original Form 10-K"), which was originally filed with the Securities and Exchange Commission ("SEC") on March 27, 2009. Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Form 10-K/A contains current dated certifications from the Principal Executive Officer and the Principal Financial Officer. The 10-K/A is being filed to include Exhibit 10.6 for which the Company had requested confidential treatment for certain portions of the Exhibit. The Company has determined to withdraw its request for confidential treatment and is including the exhibit in its entirety in this Form 10-K/A.

The Company has not updated the information contained herein for events occurring subsequent to March 27, 2009, the filing date of the Original Form 10-K

PART III

ITEM 15.                      EXHIBITS.

Exhibits required by Item 601 of Regulation S-K      

3.1	Articles of Incorporation (filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference)
3.2	Articles of Incorporation (amended and restated) (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference)
3.3	By-Laws (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference)
4.1	Specimen certificate of common stock (previously filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference)
10.1	Form of Right of Way Easement and Grant (previously filed with Form S-1 (File No. 333-154799) on October 29, 2008 incorporated by reference)
10.2	Form of Subscription Agreement for Well (previously filed with Form S-1 (File No. 333-154799) on October 29, 2008 incorporated by reference)
10.3	Form of Oil, Gas & Coalbed Methane Lease (previously filed with Form S-1 (File No. 333-154799) on October 29, 2008) and incorporated by reference)
10.4	Gathering Line Operators License dated April 28, 2008 (previously filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference)
10.5	Record of transfer of Troy Isom well dated July 2, 2008 (previously filed with Form S-1 (File No. 333-154799)  on October 29, 2008 and incorporated by reference)
10.6*	Adventure Energy-Rebell Turnkey Drilling Contract, dated March 10, 2009, by and between Adventure Energy, Inc. and Rebell Oil of Kentucky
14	Code of Ethics (previously filed as an exhibit to the Company’s annual report on Form 10-K on March 27, 2009)
31.1*	Certification by Principal Executive Officer and Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
32.1*	Certification by Principal Executive Officer and Principal Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

.

		Adventure Energy, Inc.
Date: June 2, 2009	By:	/s/ Wayne Anderson
		Wayne Anderson
		President, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/s/ Wayne Anderson Wayne Anderson	President, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	June 2, 2009
/s/ Jim Anderson Jim Anderson	Vice-President, and Director	June 2, 2009

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EX-10.6

EXHIBIT 10.6

ADVENTURE ENERGY-REBELL OIL

TURNKEY DRILLING CONTRACT

THIS AGREEMENT made and entered into this the 10th day of March, 2009, by and between Adventure Energy, Inc. a Florida Corporation, of 33 6th Street South, Suite 600, St. Petersburg, FL 33701, hereafter referred to as “OPERATOR” and Rebell Oil of Kentucky, a Kentucky Limited Liability Company, of 396 J. Bell Rd, Edmonton, KY 42129, hereinafter referred to as “CONTRACTOR”.

IN CONSIDERATION of the mutual promises, conditions and agreements herein contained and the specifications and special provisions set forth in Exhibit “A” attached hereto and made a part hereof (the “Contract”), Operator engages Contractor as an independent contractor to drill the hereinafter designated wells in search of oil or gas on a Turnkey basis.

For the purposes hereof the term “Turnkey” or Turnkey Basis” means Contractor shall furnish the equipment, labor and perform services as herein provided to drill wells, as specified by Operator, to the Turnkey Depth.  Subject to terms and conditions hereof, payment to Contractor at a stipulated price is provided for herein.  While drilling on a Turnkey Basis Contractor shall direct, supervise and control drilling operations and assumes certain liabilities to the extent specifically provided for herein.

1.LOCATION OF WELL #1

Well name and Number:______ J.L. Blaydes     Well#1    ___________________________

Parish/County:____ Metcalfe_______________ State:__ Kentucky___ Field Name:_______

Well location and land description:_____ East Fork USGS Quadrangle 160 acres ___________

LOCATION OF WELL #2

Well name and Number:______ J.L. Blaydes     Well#2    ___________________________

Parish/County:____ Metcalfe_______________ State:__ Kentucky___ Field Name:_______

Well location and land description:_____ East Fork USGS Quadrangle 160 acres ___________

LOCATION OF WELL #3

Well name and Number:____J.L. Blaydes   Well#3    _______________________________

Parish/County:___Metcalfe____________ State:_Kentucky___ Field Name:_____________

Well location and land description:__East Fork USGS Quadrangle 160 acres_______________

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LOCATION OF WELL #4

Well name and Number:____J.L. Blaydes   Well#4   _______________________________

Parish/County:___Metcalfe____________ State:_Kentucky___ Field Name:_____________

Well location and land description:__East Fork USGS Quadrangle 160 acres_______________

LOCATION OF WELL #5

Well name and Number:____J.L. Blaydes   Well#5   _______________________________

Parish/County:___Metcalfe____________ State:_Kentucky___ Field Name:_____________

Well location and land description:__East Fork USGS Quadrangle 160 acres_______________

The above is for well and Contract identification only and Contractor assumes no liability whatsoever for a proper survey or location stake on Operator’s lease.

2.  COMMENCEMENT DATE:

Contractor agrees to use reasonable efforts to commence operations for the drilling of the well by 25th day March 2009, or earlier at the request of the Operator.

3.  DEPTH

Subject to provisions hereof, the wells shall be drilled to the depth specified below:

Turnkey Depth:  The well shall be drilled up to 2000 feet or ____________ of the _________________ formation, or the depth at which the _____________ inch casing or liner set, whichever is the lesser depth, which will herein be referred to as the Turnkey Depth.

4. TURNKEY AMOUNT, REIMBURSABLE COSTS TO CONTRACTOR:

Contractor shall be paid as follows for the work performed hereunder.

Turnkey amount: For work performed on Turnkey Basis as herein provided the amount will be $44,500 for a well from 1001’ up to 2000’ and $33,000 for a well up to 1000’.

Reimbursable Costs: Operator shall reimburse Contractor for the costs of material, equipment, work or services which are to be furnished by Operator as provided for herein but which for convenience are actually furnished by Contractor at Operator’s request, plus ___________________ percent for such cost of handling.  When, at Operator's request and with Contractor's agreement, the Contractor furnishes or subcontracts for certain items or services which Operator is required herein to provide, for purposes of the indemnity and release provisions of this Contract said items or services shall be deemed to be Operator furnished items or services. Any subcontractors so hired shall be deemed to beOperator's contractor, and Operator shall not be relieved of any of its liabilities in connection therewith.

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5.  TIME OF PAYMENT:

Payment is due by Operator to Contractor as follows:

Turnkey Basis: Payment becomes due for all Turnkey services specified in this Contract per stated schedule as follows:

Upon completed and signed Turnkey Contract, deposit of $10,000 is required.

Invoices for remainder of contract are due upon presentation to Operator and Operator’s acceptance of work performed at the completion of each well.

 6.   TURNKEY COMMITMENTS AND LIABILITY:

6.1  Upon completion by Contractor of all operations to be performed by it under the Turnkey Basis, Contractor shall notify Operator of such completion by noting the date and hour of such completion upon the daily drilling report form required by Subparagraph 7.1 hereof. No later than twenty-four (24) hours after Operator's receipt of such notification, Operator shall advise Contractor in writing of any objections it may have with respect to Contractor's performance hereunder Operator's failure to so object to Contractor's performance within the specified period shall be conclusive proof of Operator's acceptance of the well and Contractor's performance hereunder.

 6.2 In connection with the work to be performed hereunder, Contractor shall carry Workman’s Compensation Insurance to fully comply with the laws of said state in which such work is to be performed and shall comply with all applicable environmental laws. Contractor shall contain all fuel or oil spills associated with the drilling of this well or wells. Location shall be kept clean and Contractor shall require hard hats and steel-toe boots of its employees. Contractor shall not allow smoking or use of flammable equipment within 150 feet of well during drilling, cementing, or logging operations. Contractor shall not allow any unauthorized personnel nor knowingly allow anyone to use illegal drugs or alcohol on the premises.

 6.3 Contractor agrees to pay all valid claims for labor, material, services, and supplies to be furnished to Contractor hereunder, and agrees to allow no lien by such third parties to be fixed upon the lease, the well, or other property of Operator or the land upon which said well(s) is located.

6.4 Upon acceptance of the work by Operator pursuant to Subparagraph 6.1 hereinabove, all risk of loss with respect to the well(s) drilled hereunder and goods and services provided by Contractor shall pass to Operator.  Contractor shall have no liability for any defects in such completed operations. Notwithstanding anything else contained herein to the contrary, Operator accepts all material, supplies, equipment and services furnished or performed by Contractor as is and where is.  CONTRACTOR MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY, OR FITNESS OF ANY MATERIALS, SUPPLIES OR EQUIPMENT FOR ANY PURPOSE. NO WARRANTY OF GOOD AND WORKMANLIKE PERFORMANCE IS GIVEN BY THE CONTRACTOR BY VIRTUE OF THIS CONTRACT FOR ANY PERFORMANCE ACCEPTED BY OPERATOR

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7.    REPORTS TO BE FURNISHED BY CONTRACTOR:

7.1 Contractor shall keep and furnish to Operator an accurate report of the work performed and formations drilled on the IADC-API Daily Drilling Report or other form acceptable to Operator.  A legible copy of said form shall be furnished by Contractor to Operator via e-mail at wa@adventureenergy.com or via fax at 815-846-0755.

7.2 Delivery tickets, if requested by Operator, covering any material or supplies furnished by Operator shall be turned in each day with the daily drilling report.  The quantity and description of materials and supplies so furnished shall be checked by Contactor.

8.       INGRESS AND EGRESS TO LOCATI0N:

Operator hereby assigns to Contractor Operator’s rights of ingress and egress with respect to the tract of land where the well(s) is (are) to be located for the performance by Contractor of all work contemplated by this Contract.  Should Contractor be denied free access to the location(s) for any reason not reasonably within Contractor’s control, any time lost by Contractor as a result of such denial shall be paid for at the applicable rate in keeping with the stage of operations at that time.  In the event there are any restrictions, conditions, or limitations in Operator's lease, which would affect the free right of ingress and egress to be exercised by Contractor, its employees or subcontractors hereunder, Operator agrees to timely advise Contractor in writing with respect to such restrictions, conditions, or limitations, and Contractor agrees to observe same.

9. INDEPENDENT CONTRACTOR RELATIONSHIP AND OPERATOR'S REPRESENTATIVE:

9.1 In the performance of the work herein contemplated.  Contractor is an Independent Contractor, with the authority to control and direct the performance of the details of the work, Operator being only interested in the final results obtained.  The work shall meet the approval of Operator and be subject to the right of inspection and supervision herein provided.  Operator shall not unreasonably withhold approval of all such work, when performed by Contractor in accordance with the generally accepted practices and methods customary in the industry.

9.2 Operator shall be privileged to designate a representative or representatives who shall at all time have access to the premises for the purpose of observing tests or inspecting the work of Contractor.   Such representative or representatives shall be empowered to act for Operator in all matters relating to the work herein undertaken and Contractor shall be entitled to rely on the orders and directions issued by such representative or representatives as being those of Operator.

10.      NO WAIVER EXCEPT IN WRITING:

It is fully understood and agreed that none of the requirements of this Contract shall be considered as waived by either party unless the same is done in writing.

11.      INFORMATION CONFIDENTIAL:

Upon written request by Operator, information obtained by Contractor in the conduct of drilling operations on this well, including, but not limited to, depth, formations penetrated, the results of coring, testing, and surveying, shall be considered confidential and shall not be divulged by either party or its employees, to any other person, firm or corporation.

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12.      ENTIRE AGREEMENT:

This Contract constitutes the full understanding of the parties, and a complete and exclusive statement of the terms of their agreement, and shall exclusively control and govern all work performed hereunder.   All representations, offers, and undertakings of the parties made prior to the effective date hereof, whether oral or in writing, are merged herein, and no other contracts, agreements or work orders, executed prior to the execution of this Contract, shall in anyway modify, amend, alter or change any of the terms or conditions set out herein.

OPERATOR: __Adventure Energy, Inc.   ______________

By: ___/s/ Wayne Anderson  _________________________

Title: __President      _______________________________

Date: _March 16, 2009 ______________________________

CONTRACTOR: _Rebell Oil of KY LLC._______________

By: __/s/ Ricky Bell         _____________________________

Title: _President – Owner  ____________________________

Date: _March 10, 2009_______________________________

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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wayne Anderson, certify that:

1.       I have reviewed this annual report on Form 10-K/A of Adventure Energy, Inc. for the fiscal year ended December 31, 2008;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

June 2, 2009

/s/ Wayne Anderson

President and Acting Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

           In connection with the Annual Report of Adventure Energy, Inc. (the “Company”) on Form 10-K/A for the fiscal year ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

          (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

June 2, 2009	By:	/s/ Wayne Anderson
		President and Acting Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)