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 earliest event reported): August 31, 2012
ROCKDALE RESOURCES CORPORATION
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(Exact name of Registrant as specified in its charter)
Colorado 000-52690 86-1061005
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
11044 Research Blvd., Suite A-200
Austin, TX 78759
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (512) 795-2300
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N/A
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(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On August 31, 2012 the Company sold 5,781,798 shares of its common stock to
private investors for $0.70 per share, or a total amount of $4,047,250.
No commissions were paid in connection with the sale of these securities.
The Company relied upon the exemption from registration provided by Section
4(2) of the Securities Act of 1933 and Rule 506 of the Securities and Exchange
Commission with respect to the sale of the shares. All investors were provided
full information regarding the Company's business and operations. There was no
general solicitation in connection with the offer or sale of these securities.
The purchasers acquired these securities for their own account. The shares
cannot be sold unless pursuant to an effective registration statement or an
exemption from registration.
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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.
Date: September 6, 2012 ROCKDALE RESOURCES CORPORATION
By: /s/ Michael Smith
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Michael Smith, Chief Executive Officer
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