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EX-10 - HINTO ENERGY, INCex102.txt
EX-10 - HINTO ENERGY, INCex101promnote.txt


                                  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: December 16, 2011


                               HINTO ENERGY, INC.
             (Exact name of registrant as specified in its charter)



                                                                                  

              Wyoming                                   000-26317                               84-1384961
-------------------------------------             ----------------------             ---------------------------------
  (State or other jurisdiction of                   (Commission File                   (IRS Employer Identification
           incorporation)                                Number)                                 Number)



                       7609 Ralston Road, Arvada, CO 80002

               (Address of Principal Executive Offices) (Zip Code)


                                  (303-422-8127
               Registrant's telephone number, including area code


          (Former name or former address, if changed since last report)

         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))


SECTION 3 - SECURITIES AND TRADING MARKET Item 3.02 Unregistered Sales of Equity Securities. On December 16, 2011, Hinto Energy, Inc. ("the Company") issued a $500,000 Secured Commercial Promissory Note ("the Promissory Note") to Microalloyed Steel Institute, Inc. ("Microalloyed".) The Promissory Note has a term of 3 years and an annual interest rate of 10%. The Promissory Note is convertible into shares of the Company's restricted common stock at $1.00 per share. In addition to the Promissory Note, the Company, South Uintah Gas Properties, its majority shareholder, and Microalloyed entered into a Security and Pledge Agreement. The Security and Pledge Agreement provides for the Promissory Note to be secured by the all of the leases, farmouts, and assignments of leases and assets of the property known as the Natural Buttes Property held by South Uintah Gas Properties, Inc. Exemption from Registration Claimed The above sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(6) and Rule 506 of Regulation D of the Securities Act of 1933, as amended. The entity that purchased the unregistered securities was an entity known to the Company and its management, through pre-existing business relationships, or as long standing business associates. The purchaser was provided access to all material information, which it requested, and all information necessary to verify such information and was afforded access to management of the Company in connection with their purchases. The purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition. SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K. Exhibit No. Description ----------- ----------- 10.1 Secured Commercial Promissory Note, dated December 16, 2011* 10.2 Security and Pledge Agreement, dated December 16, 2011* -------------------- *Filed herewith
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. HINTO ENERGY, INC. By:/s/George Harris ---------------- George Harris, Chief Financial Officer Date: December 22, 2011