form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________ TO __________

COMMISSION FILE NUMBER: 333-154799

ADVENTURE ENERGY, INC.

(Name of registrant in its charter)

Florida		26-2317506
(State or other jurisdiction of incorporation or organization)		(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

WITH COPIES TO:

Richard A. Friedman, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Flr.

New York, New York 10006

(212) 930-9700

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 x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 number of shares of registrant’s common stock outstanding, as of May 14, 2009 was 12,952,049.

ADVENTURE ENERGY, INC. INDEX

PART I: FINANCIAL INFORMATION
ITEM 1:	FINANCIAL STATEMENTS (Unaudited)	3
	Balance Sheets	F-2
	Statements of Operations	F-3
	Statement of Shareholders' Equity	F-4
	Statements of Cash Flows	F-5
	Notes to the Financial Statements	F-6
ITEM 2:	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3 :	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4:	CONTROLS AND PROCEDURES	7
PART II: OTHER INFORMATION
Item 1	LEGAL PROCEEDINGS	7
ITEM 1A :	RISK FACTORS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	8
ITEM 5	OTHER INFORMATION	8
ITEM 6:	EXHIBITS	8
SIGNATURES		9

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVENTURE ENERGY, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

March 31, 2009

INDEX TO FINANCIAL STATEMENTS

		Page
	Financial Statements


	Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008	F-2

	Statements of Operations for the period March 28, 2008 (inception) to
	March 31, 2009 and for the three months ended March 31, 2009 (Unaudited)	F-3

	Statement of Changes in Stockholders’ Equity for the period
	March 28, 2008 (inception) to March 31, 2009 (Unaudited)	F-4

	Statements of Cash Flows for the period March 28, 2008 (inception) to
	March 31, 2009 and for the three months ended March 31, 2009 (Unaudited)	F-5

	Notes to Financial Statements	F-6 - F-12

F-1

ADVENTURE ENERGY, INC.

( A Development Stage Company)

BALANCE SHEETS

ASSETS
CURRENT ASSETS	March 31, 2009 UNAUDITED			December 31, 2008
Cash and cash equivalents	$	19,905		$	27,389

PROPERTY AND EQUIPMENT
Gas properties	6,000			6,000

TOTAL ASSETS	$	25,905		$	33,389


LIABILITIES AND STOCKHOLDERS’ EQUITY


CURRENT LIABILITIES
Loan payable-shareholder	$	3,488		$	0

Total current liabilities	$	3,488		$	0

LONG-TERM LIABILITIES	0			0

STOCKHOLDERS’ EQUITY
Preferred stock authorized 5,000,000 shares, $.001 par value
each. There are no shares issued and outstanding		0			0
Common stock authorized 50,000,000 shares, $.001 par value
each. At March 31, 2009 and December 31, 2008 there are 12,781,949
and 12,239,951 shares issued and outstanding, respectively		12,781			12,239
Additional paid in capital		963,791			781,834
Deficit accumulated during the development stage		(954,155	)	(760,684		)

Total stockholders’ equity	22,417			33,389

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	25,905		$	33,389

The accompanying notes are an integral part of these statements.

F-2

ADVENTURE ENERGY, INC.

( A Development Stage Company)

STATEMENTS OF OPERATIONS

UNAUDITED

	For the three months ended March 31, 2009			March 28, 2008, (inception) to March 31 ,2009

Revenue	$	0		$	0


Operating Expenses
Selling, general and administrative		21,361			58,206
Stock issued for legal fees		122,500			560,000
Stock issued for consulting and other fees		54,973			326,053
Research and development		0			7,500
Organizational expense		0			10,000

Total operating expenses		198,834			961,759

Net loss from operations		(198,834	)		(961,759	)

Other income-investment stock gain		5,363			7,604

Net loss	$	(193,471	)	$	(954,155	)


Basic and diluted loss per common share	$	(.02	)	$	(.08	)

Weighted average shares outstanding		12,781,949			11,535,557

The accompanying notes are an integral part of these statements

F-3

ADVENTURE ENERGY, INC.

( A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

UNAUDITED

	Common stock				Additional		Deficit Accumulated During Development
	Shares		Amount		Paid in Capital		Stage			Total
Issuance of common stock for cash
on March 28, 2008 at par value		10,000,000	$	10,000	$	0	$	0		$	10,000
(1,000:1 forward stock split on April 1, 2008)
Issuance of common stock for leases and right of
ways at $.35 per share		3,400		3		1,187					1,190

Issuance of common stock for loan repayments
and reimbursements at $.35 per share		83,981		84		29,309					29,393

Issuance of common stock for services at $.35
per share		771,142		771		269,219					269,990

Issuance of common stock for legal fees at $.35
per share		1,250,000		1,250		436,250					437,500

Issuance of common stock for cash at $.35 per
share		131,428		131		45,869					46,000
Net loss for the period March 28, 2008
to December 31, 2008								(760,684	)		(760,684	)

Balance at December 31, 2008		12,239,951		12,239		781,834		(760,684	)		33,389

Issuance of common stock for services at $.35
and $.25 per share		541,998		542		181,957					182,499

Net loss for the period March 31, 2009								(193,471	)		(193,471	)

Balance at March 31, 2009 (Unaudited)		12,781,949	$	12,781	$	963,791	$	(954,155	)	$	22,417

The accompanying notes are an integral part of this statement.

F-4

ADVENTURE ENERGY, INC.

( A Development Stage Company)

STATEMENTS OF CASH FLOWS

UNAUDITED

	For the three months ended March 31, 2009			March 28, 2008, (inception) to March 31 ,2009
OPERATING ACTIVITIES
Net loss	$	(193,471	)	$	(954,155	)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Issuance of common stock for services, leases, and reimbursements		182,499			920,472
Changes in operating assets and liabilities:
Loan payable-shareholder		3,488			3,488

Cash used by operating activities		(7,484	)		(30,195	)

INVESTING ACTIVITIES:
Purchase of gas properties		0			(6,000	)

Cash used by investing activities		0			(6,000	)

FINANCING ACTIVITIES:
Issuance of common stock for cash		0			46,000
Proceeds from loans		0			10,100

Cash provided by financing activities		0			56,100

NET INCREASE (DECREASE) IN CASH		(7,484	)		19,905

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		27,389			0

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	19,905		$	19,905

Supplemental Disclosures of Cash Flow Information:
Interest	$	0		$	0
Taxes	$	0		$	0

The accompanying notes are an integral part of these statements

F-5

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2009

Unaudited

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Adventure Energy, Inc. (the “Company”) was incorporated in Florida on March 28, 2008. The Company is an independent oil and natural gas company engaged in exploration, development and production activities in the Appalachian Basin, particularly in Kentucky and West Virginia. Our business strategy focuses primarily on the drilling and acquisitions of proved developed and undeveloped properties and on the enhancement and development of these properties.

Basis of Presentation

The financial statements have been prepared for purposes of registration

with the Securities and Exchange Commission ("SEC"), and have been prepared in in accordance with auditing standards of the Public Company Accounting Oversight Board (United States).

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents.

Cash and cash equivalents consisted of the following:

Cash	$	2,169
E*Trade Securities		17,736
Total	$	19,905

F-6

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Enacted Accounting Standards

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable generally accepted accounting principles in the U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.” The statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and will be applied prospectively except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented. The Company is currently evaluating the impact of SFAS No. 160 to its financial position and results of operations.

F-7

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Enacted Accounting Standards (continued)

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The provisions of SFAS No. 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the provisions of SFAS No. 161 to have a material impact on the financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to a concentration of credit risk consists primarily of trade accounts receivable with a variety of local, national, and international oil and natural gas companies. Such credit risks are considered by management to be limited due to the financial resources of the oil and natural gas companies.

F-8

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Risk Factors

The Company operates in an environment with many financial risks including, but not limited to, the ability to acquire additional economically recoverable gas reserves, the continued ability to market drilling programs, the inherent risks of the search for, development of and production of gas, the ability to sell natural gas at prices which will provide attractive rates of return, the volatility and seasonality of gas production and prices, and the highly competitive nature of the industry as well as worldwide economic conditions.

Fair Value of Financial Instruments

The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company's financial statements include cash and cash equivalents, short-term investments, accounts receivable, other receivables, other assets, accounts payable, notes payable and due to affiliates. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.

Gas Properties

The Company adopted the successful efforts method of accounting for gas producing activities. Under successful efforts, costs to acquire mineral interest in gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed. Unproved gas properties that are significant are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment

allowance. Other unproved properties are expensed when surrendered or expired.

F-9

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE A – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Gas Properties (continued)

When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves. To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess capitalized costs are written down to the present value of such amounts. Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company's current proved properties and, to a lesser extent, certain future net cash flows related to operating and related fees due the Company related to its management of various partnerships. The Company follows Statement of Financial Accounting Standards ("SFAS") No. 121 which requires a review for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment is recorded as impaired properties are identified.

On sale or abandonment of an entire interest in an unproved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

Advertising Cost

The Company had no advertising cost for the period of March 28, 2008 (date of inception) to March 31, 2009.

NOTE B—RELATED PARTY TRANSACTIONS

The President loaned the Company $3,488 for various office expenses during the three months ended March 31, 2009.

F-10

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE C—GOING CONCERN

The Company is a development stage Company and has not commenced planned principal operations. The Company had no revenues and has incurred losses of $ 954,155 for the period March 28, 2008 (inception) to March 31, 2009. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying financial statements do not include any adjustments related to the recoverability of classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE D-LOSS PER SHARE

The computation of loss per share is based on the weighted average number of common shares outstanding during the period presented. Diluted loss per common share is the same as basic loss per common share as there are no potentially dilutive securities outstanding (options and warrants).

NOTE E - INCOME TAXES

The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recorded a deferred income tax asset for the effect of net operating loss carryforwards. In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2008 and March 31, 2009.

F-11

ADVENTURE ENERGY, INC.

( A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (continued)

March 31, 2009

Unaudited

NOTE F – COMMON STOCK ISSUANCES/WARRANTS

On March 28, 2008 the Company issued 10,000 shares of its common stock to the founders of the Company at par value. In April 2008, the Company amended it’s certificate of incorporation to increase the authorized number of shares to 50,000,000 shares of common stock at $0.001 par value and 5,000,000 shares of preferred stock at $0.001 par value and also approved a 1,000:1 forward stock split.

For the period of inception (March 28, 2008) to December 31, 2008, the Company issued common shares in the aggregates of 3,400 shares for leases and right of ways, 83,981 shares for loan repayments and reimbursements, 771,142 shares for services, 1,250,000 shares for legal fees, and 131,428 shares for cash all in the amounts of $.35 per share.

In December 2008, warrants to purchase 5,000 shares of common stock at $.50 per share for five years were issued to three individuals through a private placement.

During the three months ended March 31, 2009, the Company issued 541,998 shares of common stock for services at $.35 and $.25 per share.

NOTE G – COMMITMENTS AND CONTINGENCIES

The Company leases office premises in St. Petersburg, Florida at an annual rental of $7,200, payable monthly. The three year lease was entered into on February 1, 2008 and commenced on April 1, 2008. We may renew for one more three year period commencing February 1, 2011, upon the same terms adjusted for changes in the Consumer Price Index. For the period April 1, 2008 thru March 31, 2009, rental payments aggregated $ 7,200. Future minimum rental payments are $14,400.

As of April 1, 2009, the Company executed an employment contract for the President, Treasurer, and Secretary of the Company upon the terms and provisions, and subject to the conditions, set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2009, and terminating on March 31, 2012, unless earlier terminated as provided in the Agreement.

Executive agrees to accept, for the first year of the Employment Term a salary at an annual rate of $120,000 (the “Salary”), payable in accordance with the Company's regular payroll practices as from time to time in effect, less all withholdings and other deductions required to be deducted in accordance with any applicable federal, state, local or foreign law, rule or regulation. After the first year during the Employment Term, the annual Salary for each successive year will be increased by the lesser of (i) 10% or (ii) the percentage increase, if any, in the CPI for each year just completed measured for the entire twelve (12) month period, plus three percent (3%).

F-12

I TEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note on Forward-Looking Statements.

Certain statements in “Management’s Discussion and Analysis or Plan of Operation” below, and elsewhere in this annual report, are not related to historical results, and are forward-looking statements. Forward-looking statements present our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements frequently are accompanied by such words such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of such terms or other words and terms of similar meaning. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, or timeliness of such results. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this quarterly report. Subsequent written and oral forward looking statements attributable to us or to persons acting in our behalf are expressly qualified in their entirety by the cautionary statements and risk factors set forth below and elsewhere in this annual report, and in other reports filed by us with the SEC.

You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report.

Overview

We began operations on March 28, 2008 and are engaged in the natural gas and oil industry focusing on exploration, development, and production. We operate oil and gas wells in which we own the majority of the working interest, and are presently drilling oil wells on our current leaseholds in Kentucky. We maintain leaseholds covering approximately 2,700 acres in addition to rights of way and are presently expanding its leasehold interests in Kentucky and into West Virginia. We have not generated any income since inception, and we have incurred a net loss of $954,155 through. March 31, 2009.

We expect to generate long-term reserve and production growth through drilling activities and further acquisitions. We believe that our management’s experience and expertise will enable it to identify, evaluate, and develop our oil and natural gas projects. We have secured a 100% net revenue interest in a leasehold in Eastern Kentucky covering 1500 acres targeting gas extraction from the Devonian Shale. Approximately 20-30 drilling locations are on this lease and the wells will be from 1,500-2,800 feet vertically. The leasehold is directly adjacent to producing wells. In addition, we have leased 1100 acres in southern central Kentucky with a 100% net revenue interest. We anticipate that we can drill up to 30 oil wells on this location varying from 400-2000 feet vertically. We have secured a 100% net revenue interest in a leasehold in Wayne County, West Virginia covering 100 acres targeting gas extraction from the Devonian Shale.

We purchased a 40% working interest in the Larry Hardin #1 well located in Monroe County, Kentucky. This well has been drilled to a total Depth of 400 feet, completed, and is now in production. We anticipate that the first sale from production will occur in May 2009.

We have executed a Letter of Intent to acquire a 50% working interest in 13 wells in Seminole County, Oklahoma. The completion of the acquisition is subject to the satisfaction of certain conditions. No assurance can be given as to whether we will be able to consummate the acquisition or on terms acceptable to us.

Devonian shales are formed from the mud of shallow seas that existed about 350 million years ago (during the Devonian period of the Paleozoic era). Shale is a very fine-grained sedimentary rock, which is easily breakable into thin, parallel layers. It is a very soft rock, but does not disintegrate when it becomes wet. These shales can contain natural gas, usually when two thick, black shale deposits ’sandwich’ a thinner area of shale. Because of some of the properties of these shales, the extraction of natural gas from shale formations is more difficult (and thus expensive!) than extraction of conventional natural gas. Most of the natural gas containing Devonian shale in the U.S. is located around the Appalachian Basin. Although estimates of the amount of natural gas contained in these shales are high, it is expected that only about 10 percent of the gas is recoverable. However, their potential as a natural gas supply is still very promising, given an adequate technological and economic environment.

The upper Devonian shales of the Appalachian Basin Appalachian Basin, which is known by different names in different areas, have produced gas since the early 20th century. The main producing area straddles the state lines of Virginia, West Virginia and Kentucky but extends through central Ohio and along Lake Erie into the panhandle of Pennsylvania. More than 20,000 wells produce gas from Devonian shales in the basin. The shale is most commonly produced is the Chattanooga Shale, also called the Ohio Shale. The US Geological Survey estimated a total resource of 12.2 trillion cubic feet (350 km3) of natural gas in Devonian black shales from Kentucky to New York.12

The Marcellus shale in West Virginia, Pennsylvania, and New York, once thought to be “played out”, is now estimated to hold 168-516 TCF still available with horizontal drilling. [13] It has been suggested that the Marcellus shale and other Devonian shales of the Appalachian Basin, could supply the northeast U.S. with natural gas.

While we anticipate the majority of future capital expenditures will be expended on the drilling of wells, we intend to use our experience and regional expertise to add leasehold interests to the inventory of leases for future drilling activities, as well as property acquisitions.

RESULTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2009 AND FROM MARCH 28, 2008 (INCEPTION) TO MARCH 31, 2009

This discussion should be read in conjunction with our financial statements included elsewhere in this report.

Revenues for the period from March 28, 2008 (inception) to March 31, 2008 and the three months ended March 31, 2009 was $0, respectively. We are still a development stage company and do not expect to generate revenue until we begin active drilling and mining.

Operating Expenses for the period from March 28, 2008 (inception) to March 31, 2009 was $961,759. Operating expenses for the three months ended march 31, 2009 was $198,834, which included selling, general, and administrative expenses of $21,361.

Net Loss for the period from March 28, 2008 (inception) to March 31, 2009 was $954,155. Net loss for the three months ended March 31, 2009 was $193,471 and was incurred because we did not have any revenues as we devoted our resources to organizing the company, entering leases, and preparing for active mining and drilling activities.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009 and December 31, 2008 we had cash and cash equivalents of $19,905 and $27,389, respectively.

For the period from March 28, 2008 (inception) to March 31, 2009, cash used by operating activities was $30,195. A total of $920,472 was expensed from the issuance of common stock for services and leases for the period March 28, 2008 to March 31, 2009. For the three months ended March 31, 2009, cash used by operating activities was $7,484.

For the period from March 28, 2008 (inception) to March 31, 2009, the cash used by investing activities was $6,000, which was primarily for the purchase of gas properties. For the three months ended March 31, 2009, there was no cash used for investing activities.

For the period from March 28, 2008 (inception) to March 31, 2009, cash provided by financing activities was $56,100, including $46,000 from the issuance of common stock and $10,100 from loans. For the three months ended March 31, 2009, there was no cash provided for financing activities.

PLAN OF OPERATION AND FINANCING NEEDS

We intend to acquire producing oil and gas properties where we believe significant additional value can be created. Management is primarily interested in developmental properties where some combination of these factors exist: (1) opportunities for long production life with stable production levels; (2) geological formations with multiple producing horizons; (3) substantial exploitation potential; and (4) relatively low capital investment production costs.

We intend to acquire adjacent mineral rights leaseholds to further expand our block of acreage for development. We also intend to expand into Wayne County, West Virginia, to explore for leaseholds. The current rate to acquire leaseholds in Eastern Kentucky ranges from $10.00 -$50.00 per acre.

We intend to maximize the value of properties through a combination of successful drilling, increasing recoverable reserves and reducing operating costs. We employ the latest technology such as directional and horizontal drilling. These methods have historically produced oil and gas at faster rates and with lower operating costs basis than traditional vertical drilling.

We intend to maintain a highly competitive team of experienced and technically proficient employees and motivate them through a positive work environment and stock ownership. We believe that employee ownership, which may be encouraged through a stock option plan, is essential for attracting, retaining and motivating qualified personnel . While we have not yet adopted a stock option plan, we intend to do so in the near future.

In order to fund our current drilling program, as well as future drilling programs, we rely upon partnerships and joint ventures with accredited investors. Once we become profitable, we intend to drill wells in which we will maintain 100% of the net revenue.

Including the net proceeds from the 2008 stock offering, we only have sufficient funds to conduct our operations for three to six months. There can be no assurance that additional financing will be available in amounts or on terms acceptable to us, if at all.

If we are not successful in generating sufficient liquidity from our operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations liquidity and financial condition.

We presently do not have any available credit, bank financing or other external sources of liquidity, other than the net proceeds from the offering. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

We will need additional investments in order to continue operations, but we cannot offer any assurance that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. The recent downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it, or experience unexpected cash requirements that would force it to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Recent Financings

Between June 2008 and March 24, 2009, the Company raised $ 46,793 in private financing from accredited investors. These funds were utilized for the daily operating activities of the company. The investors purchased shares from the Company at $.35 per share. Since inception, the President and Vice-President have funded the Company’s operations.

Off Balance Sheet Arrangements:

None.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Effect of Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Application of Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Use of Estimates

In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectibility of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

Recently Issued Accounting Pronouncements

None

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

n/a

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our President and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our President and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our President and chief financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. There was no change to our internal controls or in other factors that could affect these controls during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in the Registrant’s Form 10-K filed on March 27, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January and February 2009, the Company issued an aggregate of 52,265 shares of common stock to Around the Clock Partners, LP for expenses paid on behalf of the Company in the amount of $13,066.25

In January 2009, the Company issued an aggregate of 20,000 shares of common stock to an accredited investor for a prior financing agreement.

In February 2009, the Company issued 5,220 shares of common stock at a per share price of $0.25 to Jim Anderson in exchange for reimbursement for expenses in the amount of $55.00.

The share issuance also included 5,000 shares issued as compensation for services provided as a director of the Company.

In February 2009, the Company issued 14,513 shares of common stock at a per share price of $0.25 to Wayne Anderson in exchange for reimbursement for expenses in the amount of $2,378.25.

The share issuance also included 5,000 shares issued as compensation for services provided as a director of the Company.

In February and March 2009, the Company issued an aggregate of 100,000 shares of common stock to Valvasone Trust in exchange for consulting services

In March 2009, the Company issued an aggregate of 350,000 shares of common stock to Richard Friedman in exchange for legal services

The above issuances were made pursuant to Rule 506 and Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 6. EXHIBITS

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 refernece)

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 (Confidential treatment has been requested with respect to certain portions of this Exhibit. The omitted portions have been separately filed with the Securities and Exchange Commission)(previously filed with Annual Report on Form 10-K filed with the SEC on March 27, 2009)

14	Code of Ethics (previously filed with Annual Report on Form 10-K filed with the SEC 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

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on May 15, 2009.

	Adventure Energy, Inc.

	By:	/s/ Wayne Anderson
		President, Acting Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)