UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





x           QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934





FOR
THE QUARTERLY PERIOD ENDED JUNE 30, 2009





Or





o           TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




Commission
File #333-74638





ADINO
ENERGY CORPORATION


(Exact
name of registrant as specified in its charter)





MONTANA
                  
                  82-0369233(State
      or other jurisdiction of incorporation)
                  
                  (IRS
      Employer Identification Number)2500
      City West Boulevard, Suite 300,  Houston, Texas
                  
                  77042(Address
      of principal executive offices)
                  
                  (Zip
      Code)





(281)
209-9800


(Registrant's
telephone no., including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed 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   Noo





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o  Nox





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 the 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
              oNon-accelerated filer
              o
              Smaller reporting company
              x(Do not check if smaller reporting company





Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes  o Nox





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





At August
7, 2009, there were 93,260,579 shares of common stock
outstanding.








TABLE
OF CONTENTS




PART
I FINANCIAL INFORMATION




Page
      No.Item
      1.
                        Financial
      StatementsConsolidated
      Balance Sheets – June 30, 2009 (Unaudited) and December 31,
      2008
                        3Unaudited
      Consolidated Statements of Operations-Three and Six Months Ended June 30,
      2009 and 2008
                        4Unaudited
      Consolidated Statement of Changes in Stockholders’ Deficit – Period Ended
      June 30, 2009
                        5Unaudited
      Consolidated Statements of Cash Flows - Six Months Ended June 30, 2009 and
      2008
                        6Notes
      to Unaudited Consolidated Financial Statements
                        7Item
      2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        10Item
      3.
                        Quantitative
      and Qualitative Disclosures About Market Risks
                        12Item
      4T.
                        Controls
      and Procedures
                        12PART
      II OTHER INFORMATIONItem
      1.
                        Legal
      Proceedings
                        12Item
      2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        13Item
      3.
                        Defaults
      Upon Senior Securities
                        13Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        13Item
      5.
                        Other
      Information
                        13Item
      6.
                        Exhibits
                        13Signatures
                        
                        15


2





ITEM
1. FINANCIAL STATEMENTS




ADINO
ENERGY CORPORATION


Consolidated
Balance Sheets


AS
OF JUNE 30, 2009 AND DECEMBER 31, 2008


(Unaudited)





June
      30,
                    2009
                  
                  
                  December
      31,
                    2008ASSETSCash
      in bank
                  
                  $
                  78,118
                  
                  
                  $
                  30,228Accounts
      receivable
                  
                  
                  50,275
                  
                  
                  
                  81,472Note
      receivable – current portion
                  
                  
                  61,306
                  
                  
                  
                  60,094Prepaid
      assets
                  
                  
                  1,068
                  
                  
                  
                  5,702Total
      current assets
                  
                  
                  190,767
                  
                  
                  
                  177,496Fixed
      assets, net of accumulated depreciation of  $23,282 and $26,758,
      respectively
                  
                  
                  37,743
                  
                  
                  
                  62,793Goodwill
                  
                  
                  1,559,240
                  
                  
                  
                  1,559,240Notes
      receivable – long term
                  
                  
                  842,009
                  
                  
                  
                  847,096Other
      assets
                  
                  
                  375,208
                  
                  
                  
                  375,208Total
      non-current assets
                  
                  
                  2,814,200
                  
                  
                  
                  2,844,337TOTAL
      ASSETS
                  
                  $
                  3,004,967
                  
                  
                  $
                  3,021,833LIABILITIES
      AND STOCKHOLDERS’ DEFICITAccounts
      payable
                  
                  $
                  615,961
                  
                  
                  $
                  702,753Accrued
      liabilities
                  
                  
                  178,054
                  
                  
                  
                  133,521Accrued
      liabilities – related party
                  
                  
                  972,582
                  
                  
                  
                  766,214Notes
      payable – current portion
                  
                  
                  291,187
                  
                  
                  
                  397,751Interest
      payable
                  
                  
                  435,000
                  
                  
                  
                  360,000Deferred
      gain - current portion
                  
                  
                  391,278
                  
                  
                  
                  391,278Total
      current liabilities
                  
                  
                  2,884,062
                  
                  
                  
                  2,751,517Deferred
      gain – long term
                  
                  
                  1,271,655
                  
                  
                  
                  1,467,295Notes
      payable – long term
                  
                  
                  1,526,442
                  
                  
                  
                  1,554,813TOTAL
      LIABILITIES
                  
                  
                  5,682,159
                  
                  
                  
                  5,773,625STOCKHOLDERS’
      DEFICITPreferred
      stock, $0.001 par value, 20,000,000 shares authorized,no
      shares outstanding
                  
                  
                  -
                  
                  
                  
                  -Capital
      stock, $0.001 par value, 500,000,000 shares authorized,93,260,579
      and 83,260,579 shares issued and outstanding atJune 30, 2009 and  December 31, 2008,
      respectively
                  
                  
                  93,260
                  
                  
                  
                  83,260Additional
      paid in capital
                  
                  
                  13,522,433
                  
                  
                  
                  13,306,247Retained
      deficit
                  
                  
                  (16,292,885
                  )
                  
                  
                  (16,141,299
                  )Total
      stockholders’ deficit
                  
                  
                  (2,677,192
                  )
                  
                  
                  (2,751,792
                  )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  3,004,967
                  
                  
                  $
                  3,021,833





The
accompanying notes are an integral part of these financial
statements.


3





ADINO
ENERGY CORPORATION





Consolidated
Statements of Operations


FOR
THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008


(Unaudited)





Three
      months ended
                              
                              
                              Six
      months endedJune
      30,
                              
                              
                              June
      30,
                              
                              
                              June
      30,
                              
                              
                              June
      30,2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008(Restated)
                              
                              
                              
                              
                              
                              (Restated)REVENUES
      AND GROSS MARGINSRevenues
                              
                              $
                              503,626
                              
                              
                              $
                              566,237
                              
                              
                              $
                              990,987
                              
                              
                              $
                              1,010,440OPERATING
      EXPENSESCost
      of product sales
                              
                              
                              131,399
                              
                              
                              
                              116,793
                              
                              
                              
                              255,494
                              
                              
                              
                              208,057Terminal
      management
                              
                              
                              99,000
                              
                              
                              
                              106,000
                              
                              
                              
                              201,000
                              
                              
                              
                              211,000General
      and administrative
                              
                              
                              137,857
                              
                              
                              
                              38,201
                              
                              
                              
                              266,789
                              
                              
                              
                              73,903Legal
      and professional
                              
                              
                              47,665
                              
                              
                              
                              51,216
                              
                              
                              
                              92,110
                              
                              
                              
                              120,715Consulting
      fees
                              
                              
                              280,798
                              
                              
                              
                              117,111
                              
                              
                              
                              472,181
                              
                              
                              
                              222,002Repairs
                              
                              
                              -
                              
                              
                              
                              950
                              
                              
                              
                              183
                              
                              
                              
                              5,929Depreciation
      expense
                              
                              
                              2,755
                              
                              
                              
                              59,739
                              
                              
                              
                              7,087
                              
                              
                              
                              119,478Operating
      supplies
                              
                              
                              1,449
                              
                              
                              
                              3,649
                              
                              
                              
                              3,250
                              
                              
                              
                              4,857Total
      operating expenses
                              
                              
                              700,923
                              
                              
                              
                              493,659
                              
                              
                              
                              1,298,094
                              
                              
                              
                              965,941OPERATING
      INCOME (LOSS)
                              
                              
                              (197,297
                              )
                              
                              
                              72,578
                              
                              
                              
                              (307,107
                              )
                              
                              
                              44,499OTHER
      INCOME AND EXPENSESInterest
      income
                              
                              
                              16,345
                              
                              
                              
                              18,829
                              
                              
                              
                              32,218
                              
                              
                              
                              37,804Interest
      expense
                              
                              
                              (41,542
                              )
                              
                              
                              (152,722
                              )
                              
                              
                              (82,437
                              )
                              
                              
                              (302,961
                              )Gain
      (loss) from stock valuation
                              
                              
                              -
                              
                              
                              
                              (107,570
                              )
                              
                              
                              -
                              
                              
                              
                              215,140Gain
      from lawsuit / lease settlement
                              
                              
                              97,820
                              
                              
                              
                              24,673
                              
                              
                              
                              203,536
                              
                              
                              
                              49,346Other
      income
                              
                              
                              2,204
                              
                              
                              
                              -
                              
                              
                              
                              2,204
                              
                              
                              
                              -Total
      other income and expense
                              
                              
                              74,827
                              
                              
                              
                              (216,790
                              )
                              
                              
                              155,521
                              
                              
                              
                              (671
                              )NET
      INCOME (LOSS)
                              
                              $
                              (122,470
                              )
                              
                              $
                              (144,212
                              )
                              
                              $
                              (151,586
                              )
                              
                              $
                              43,828Net
      income (loss) per share, basic and fully diluted
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.00
                              )
                              
                              $
                              0.00Weighted
      average shares outstanding
                              
                              
                              91,386,953
                              
                              
                              
                              59,598,426
                              
                              
                              
                              88,161,131
                              
                              
                              
                              54,543,552





The
accompanying notes are an integral part of these financial
statements.


4





ADINO
ENERGY CORPORATION





Consolidated
Statement of Changes in Stockholders' Equity (Deficit)


FOR
THE PERIOD ENDED JUNE 30, 2009


(Unaudited)





AdditionalPaid
      in
                    
                    
                    RetainedShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    TotalBalance
      December 31, 2008
                    
                    
                    83,260,579
                    
                    
                    $
                    83,260
                    
                    
                    $
                    13,306,247
                    
                    
                    $
                    (16,141,299
                    )
                    
                    $
                    (2,751,792
                    )Shares
      issued for services - officers
                    
                    
                    3,500,000
                    
                    
                    
                    3,500
                    
                    
                    
                    49,000
                    
                    
                    
                    -
                    
                    
                    
                    52,500Shares
      issued for services
                    
                    
                    1,000,000
                    
                    
                    
                    1,000
                    
                    
                    
                    18,000
                    
                    
                    
                    -
                    
                    
                    
                    19,000Options
      issued for services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    17,186
                    
                    
                    
                    -
                    
                    
                    
                    17,186Shares
      issued for lawsuit settlement
                    
                    
                    5,500,000
                    
                    
                    
                    5,500
                    
                    
                    
                    132,000
                    
                    
                    
                    -
                    
                    
                    
                    137,500Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (151,586
                    )
                    
                    
                    (151,586
                    )Balance
      June 30, 2009
                    
                    
                    93,260,579
                    
                    
                    $
                    93,260
                    
                    
                    $
                    13,522,433
                    
                    
                    $
                    (16,292,885
                    )
                    
                    $
                    (2,677,192
                    )





The
accompanying notes are an integral part of these financial
statements.


5





ADINO
ENERGY CORPORATION


Consolidated
Statements of Cash Flows


FOR
THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


(Unaudited)





Six
      Months
                        
                        
                        Six
      MonthsEnded
                        
                        
                        EndedJune
      30, 2009
                        
                        
                        June
      30, 2008(Restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                        
                        $
                        (151,586
                        )
                        
                        $
                        43,828Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                        
                        
                        7,087
                        
                        
                        
                        119,478Options
      issued for services
                        
                        
                        17,186
                        
                        
                        
                        26,803Stock
      based compensation
                        
                        
                        52,500
                        
                        
                        
                        -Shares
      issued for services
                        
                        
                        19,000
                        
                        
                        
                        -Amortization
      of note receivable discount
                        
                        
                        (25,872
                        )
                        
                        
                        -Change
      in stock payable valuation
                        
                        
                        -
                        
                        
                        
                        (215,140
                        )Gain
      from lawsuit / lease settlement
                        
                        
                        (203,536
                        )
                        
                        
                        (49,345
                        )Gain
      on asset disposal
                        
                        
                        (2,204
                        )
                        
                        
                        -Change
      in operating assets and liabilities:Accounts
      receivable
                        
                        
                        31,197
                        
                        
                        
                        (81,766
                        )Inventory
                        
                        
                        -
                        
                        
                        
                        (5,913
                        )Other
      assets
                        
                        
                        4,634
                        
                        
                        
                        (44,336
                        )Accounts
      payable and accrued liabilities
                        
                        
                        284,505
                        
                        
                        
                        177,452Net
      cash provided by (used in) operating activities
                        
                        
                        32,911
                        
                        
                        
                        (28,939
                        )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of equipment
                        
                        
                        (10,264
                        )
                        
                        
                        (13,705
                        )Principal
      payments on note receivable
                        
                        
                        29,747
                        
                        
                        
                        -Net
      cash provided by (used in) investing activities
                        
                        
                        19,483
                        
                        
                        
                        (13,705
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Borrowings
      on note payable-related party
                        
                        
                        -
                        
                        
                        
                        25,500Principal
      payments on note payable
                        
                        
                        (4,504
                        )
                        
                        
                        (25,035
                        )Net
      cash provided by (used in) financing activities
                        
                        
                        (4,504
                        )
                        
                        
                        465Net
      change in cash and cash equivalents
                        
                        
                        47,890
                        
                        
                        
                        (42,179
                        )Cash
      and cash equivalents, beginning of period
                        
                        
                        30,228
                        
                        
                        
                        91,264Cash
      and cash equivalents, end of period
                        
                        $
                        78,118
                        
                        
                        $
                        49,085Cash
      paid for:Interest
                        
                        
                        6,832
                        
                        
                        
                        10,316Income
      taxes
                        
                        
                        -
                        
                        
                        
                        -Non-cash
      transactions:Stock
      issued for payables
                        
                        $
                        -
                        
                        
                        $
                        1,075,700Warrants
      exercised for payables
                        
                        $
                        -
                        
                        
                        $
                        180,000


The
accompanying notes are an integral part of these financial
statements.


6





ADINO
ENERGY CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited interim consolidated financial statements of Adino Energy
Corporation (the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Adino Energy Corporation’s Annual Report filed with the SEC on Form 10-K.
 In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein.  The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full
year.


NOTE
2 - GOING CONCERN





As of
June 30, 2009, the Company has a working capital deficit of $2,693,295 and a
retained deficit of $16,292,885. These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern. The ability of
the Company to continue as a going concern depends upon its ability to obtain
funding for its working capital deficit.  The Company believes that the
current cash flow and planned increase in operations are adequate to satisfy the
working capital deficit.  Certain officers and directors have agreed in
writing to postpone payment if necessary should the Company need capital it
would otherwise pay these individuals. Lastly, the Company plans to grow through
merger and acquisition opportunities including the expansion of existing
business opportunities. The Company expects these growth opportunities to be
financed through a combination of equity and debt capital; however, in the event
the Company is unable to obtain additional debt and equity financing, the
Company may not be able to continue its operations.





NOTE
3 - LEASE COMMITMENTS





On April
1, 2007, the Company’s wholly-owned subsidiary, Intercontinental Fuels LLC
(“IFL”) agreed to lease a bulk fuel terminal from 17617 Aldine Westfield Road,
LLC for 18 months at $15,000 per month. The lease contained an option to
purchase the terminal for $3.55 million by September 30, 2008. The Company
evaluated this lease and determined that it qualified as a capital lease for
accounting purposes.  The terminal was capitalized at $3,179,572,
calculated using the present value of monthly rent at $15,000 for the months
April 2007 – September 2008 and the final purchase price of $3.55 million
discounted at the Company’s incremental borrowing rate of 12.75%.  The
terminal was depreciated over its useful life of 15 years resulting in monthly
depreciation expense of $17,664.





Due to
the difficult credit markets, the Company was unable to secure financing for the
Houston terminal facility and assigned its rights under the terminal purchase
option to Lone Star Fuel Storage and Transfer, LLC (“Lone
Star”).  Lone Star purchased the terminal from 17617 Aldine Westfield
Road, LLC on September 30, 2008.  Lone Star then entered into a five
year operating lease with option to purchase with the Company.  The
five-year lease has monthly rental payments of $30,000, escalating 3% per
year.  The Company’s purchase option allows for the terminal to be
purchased at any time prior to October 1, 2009 for $7,775,552.  The
sale price escalates $1,000,000 per year after this date, through the lease
expiration date of September 30, 2013.  The Company recognizes the
escalating lease payments on a straight line basis.





The Lone
Star lease was evaluated under FASB Statement No. 13, As Amended, “Accounting For Leases,” and
deemed to be an operating lease.





The
transactions that led to the above two leases both resulted in gains to the
Company.  The lease with 17617 Aldine Westfield Road, LLC was the
result of a lawsuit settlement and led to a gain to the Company of
$1,480,383.  The Company amortized this gain over the life of the
capital asset, or 15 years.   At the expiration of the capital
lease, September 30, 2008, the remaining gain of $1,332,345 was rolled into the
gain on the sale assignment transaction with Lone Star of
$624,047.  The total remaining gain to be amortized as of September
30, 2008 of $1,956,392 will be amortized over the life of the Lone Star
operating lease, or 60 months, through September 30, 2013.  During the
quarter ended June 30, 2009, the Company recognized gain from lawsuit of
$97,819, with year to date gain recognition of $195,639.  This
treatment is consistent with sale leaseback gain recognition pursuant to SFAS
13.


7





NOTE
4 – NOTES RECEIVABLE





On March
2, 2009, the Company agreed to extend the maturity date on the $750,000 note
receivable with Mr. Sundlun.  The note receivable from Mr. Sundlun
matured on November 6, 2008.  The Company extended the note’s maturity
date to August 8, 2011, with no additional interest accrual to occur past
November 6, 2008.  Due to the fact that there will be no interest
accrued on the note going forward, the Company recorded a discount on the note
principal of $179,671.  This amount will amortize until the note’s
maturity in August 2011.  The unamortized note discount balance at
June 30, 2009 is $142,909.




June
      30, 2009
                
                
                December
      31, 2008Sundlun,
      net of unamortized discount
                
                $
                607,091
                
                
                $
                581,219Fuel
      Streamers
                
                
                296,224
                
                
                
                325,971Total
      notes receivable
                
                
                903,315
                
                
                
                907,190Less:  current
      portion
                
                
                (61,306
                )
                
                
                (60,094
                )Total
      long-term notes receivable
                
                $
                842,009
                
                
                $
                847,096





NOTE
5 – ACCRUED LIABILITIES





Other
liabilities and accrued expenses consisted of the following as of June 30, 2009
and December 31, 2008:





June
      30, 2009
                      
                      
                      December
      31, 2008Accrued
      accounting and legal fees
                      
                      
                      125,967
                      
                      
                      
                      126,362Accrued
      property taxes
                      
                      
                      12,394
                      
                      
                      
                      -Due
      to officers
                      
                      
                      23,000Deferred
      lease liability
                      
                      
                      16,693
                      
                      
                      
                      7,159Total
      accrued liabilities
                      
                      $
                      178,054
                      
                      
                      $
                      133,521Accrued
      salaries-related party
                      
                      $
                      972,582
                      
                      
                      $
                      766,214





Deferred lease
liability:The Lone Star lease is being expensed by the
straight line method as required by SFAS Statement No. 13, resulting in a
deferred lease liability that will be extinguished by the lease termination date
of September 30, 2013.





NOTE
6 – STOCK





COMMON
STOCK





The
Company's common stock has a par value of $0.001. At December 31, 2008, there
were 500,000,000 shares authorized and 83,260,579 shares
outstanding.





In
February 2009, the Company awarded the members of the Board of Directors shares
of restricted stock for their services.  Both Messrs. Byrd and Wooley
were awarded 1,500,000 shares each and Ms. Behrens was awarded 500,000
shares.  This resulted in an expense to the Company of
$52,500.





On March
20, 2009, the Board approved a stock issuance of 1,000,000 shares of restricted
common stock to Stuart Sundlun for consulting services.  This issuance
resulted in an expense to the Company of $19,000.





As of May
1, 2009, the Company settled all claims with all parties in the lawsuit known
asAdino Energy Corporation v.
CapNet Securities Corporation, et. al. In the settlement, the
Company issued 4,500,000 shares of restricted common stock to CapNet Securities
Corporation and 1,000,000 shares of restricted common stock to CapNet Risk
Management.  All shares issued are to be restricted until January 1,
2012.  Starting January 1, 2012 and in every six month period
thereafter, no more than 250,000 of the CapNet Risk Management shares and no
more than 1,000,000 of the CapNet Securities Corporation shares may be released
for sale.  The Company paid no cash to any involved party as a result
of the settlement. The Company realized a gain of $7,896 on the
transaction.


As a
result of the above common stock issuances, as of June 30, 2009 there were
93,260,579 shares outstanding.


8


PREFERRED
STOCK





In 1998,
the Company amended its articles to authorize Preferred Stock. There are
20,000,000 shares authorized with a par value of $0.001. The shares are
non-voting and non-redeemable by the Company. The Company further designated two
series of its Preferred Stock: "Series 'A' $12.50 Preferred Stock" with
2,159,193 shares of the total shares authorized and "Series ‘A’ $8.00 Preferred
Stock," with the number of authorized shares set at 1,079,957 shares. As of June
30, 2009 and December 31, 2008 there are no shares issued and
outstanding.





Any
holder of either series may convert any or all of such shares into shares of
common stock of the Company at any time. Said shares shall be convertible at a
rate equal to three (3) shares of common stock of the Company for each one (1)
share of Series ‘A’ $12.50 Preferred Stock. The Series ‘A’ $12.50 Preferred
Stock shall be convertible, in whole or in part, at any time after the common
stock of the Company shall maintain an average bid price per share of at least
$12.50 for ten (10) consecutive trading days.





Series
‘A’ $8.00 Preferred Stock shall be convertible at a rate equal to three (3)
shares of common stock of the Company for each one (1) share of Series ‘A’ $8.00
Preferred Stock. The Series ‘A’ $8.00 Preferred Stock shall be convertible, in
whole or in part, at any time after the common stock of the Company shall
maintain an average bid price per share of at least $8.00 for ten (10)
consecutive trading days.





The
preferential amount payable with respect to shares of either Series of Preferred
Stock in the event of voluntary or involuntary liquidation, dissolution, or
winding-up, shall be an amount equal to $5.00 per share, plus the amount of any
dividends declared and unpaid thereon.





NOTE
7 - STOCK OPTIONS / STOCK WARRANTS





In
September 2007, the Company entered into a consulting agreement with Small Cap
Support Services, Inc. (“Small Cap”) to provide investor relations services.
 In addition to monthly compensation, Small Cap is entitled to 500,000
options, vesting ratably over 8 quarters, through August 30, 2009, priced at
166,667 shares at $0.15, $0.25, and $0.35, each.   Using the Black-Scholes
valuation model and an expected life of 3.5 years, volatility of 271%, and a
discount rate of 4.53%, the Company has determined the aggregate value of the
500,000 seven year options to be $59,126.  $7,391 and $14,782 was
recorded as stock-based compensation expense during the three and six months
ended June 30, 2009.





In
November 2007, the Company entered into an agreement with Ms. Nancy Finney, the
Company’s Controller. In addition to monthly compensation, Ms. Finney is
entitled to 500,000 options, vesting over 24 months as certain milestones are
met, priced at $0.10 each.   Using the Black-Scholes valuation model and an
expected life of 2.5 years, volatility of 277%, and a discount rate of 4.16%,
the Company has determined the aggregate value of the 500,000 five year options
to be $24,044.  Of this amount, $2,404 was recorded as stock-based
compensation expense during the six months ended June 30, 2009.





NOTE
8 – CONCENTRATIONS





The
following table sets forth the amount and percentage of revenue from those
customers that accounted for at least 10% of revenues for the three and six
months ended June 30, 2009 and 2008.





Three
      Months
                          
                          
                          
                          
                          
                          Three
      Months
                          
                          
                          
                          
                          
                          Six
      Months
                          
                          
                          
                          
                          
                          Six
      MonthsEnded
                          
                          
                          %
                          
                          
                          Ended
                          
                          
                          %
                          
                          
                          Ended
                          
                          
                          %
                          
                          
                          Ended
                          
                          
                          %June
      30, 2009
                          
                          
                          
                          
                          
                          June
      30, 2008
                          
                          
                          
                          
                          
                          June
      30, 2009
                          
                          
                          
                          
                          
                          June
      30, 2008Customer
      A
                          
                          $
                          53,550
                          
                          
                          
                          11
                          
                          
                          $
                          66,150
                          
                          
                          
                          12
                          
                          
                          $
                          107,100
                          
                          
                          
                          11
                          
                          
                          $
                          136,230
                          
                          
                          
                          13Customer
      B
                          
                          $
                          128,016
                          
                          
                          
                          25
                          
                          
                          $
                          188,368
                          
                          
                          
                          33
                          
                          
                          $
                          259,197
                          
                          
                          
                          26
                          
                          
                          $
                          256,670
                          
                          
                          
                          25Customer
      C
                          
                          $
                          172,859
                          
                          
                          
                          34
                          
                          
                          $
                          166,320
                          
                          
                          
                          29
                          
                          
                          $
                          325,949
                          
                          
                          
                          33
                          
                          
                          $
                          317,225
                          
                          
                          
                          31Customer
      D
                          
                          $
                          115,516
                          
                          
                          
                          23
                          
                          
                          $
                          139,903
                          
                          
                          
                          25
                          
                          
                          $
                          231,302
                          
                          
                          
                          23
                          
                          
                          $
                          285,416
                          
                          
                          
                          28





The
Company had two customers that represented 59% and 45% of outstanding
receivables at June 30, 2009 and one customer that represented 79% of
outstanding receivables at December 31, 2008.


9


NOTE
9 – SUBSEQUENT EVENTS





There are
no significant subsequent events to report.





NOTE
10 – RESTATEMENT OF QUARTER ENDED JUNE 30, 2008





The
Company has restated its quarterly financial statements from amounts previously
reported for periods ended March 31, June 30 and September 30,
2008.  The Company has determined that there was an error in the
amortization of the gain of $1,480,383 resulting from the lawsuit settlement
dated March 2007.  The gain was initially amortized over the life of
the capital lease with 17617 Aldine Westfield Road, LLC, or 18
months.  The Company determined that the gain should have been
amortized over the life of the leased asset, or 15 years.  The
restated financial statements were initially presented in the December 31, 2008
Form 10-K.  This filing includes the restated consolidated statement
of operations for the three and six months ended June 30, 2008, and the restated
consolidated statement of cash flows for the six months ended June 30,
2008.





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS





The
following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-K for the year ended December
31, 2008. Certain statements in the following MD&A are forward looking
statements. Words such as "expects", "anticipates", "estimates" and similar
expressions are intended to identify forward looking statements. Such statements
are subject to risks and uncertainties that could cause actual results to differ
materially from those projected.





RESULTS
OF OPERATIONS





The
Company continues to lease the terminal at 17617 Aldine Westfield Road, Houston,
Texas from Lone Star Fuel Storage and Transport, LLC.  Utilizing a
fuel storage and throughput model, revenues continue to remain
strong.





Revenue:Revenue
generated in the three months ended June 30, 2009 was $503,626 compared to
$566,237 in 2008. Revenue for the six months ended June 30, 2009 and 2008 was
$990,987 and $1,010,440, respectively, a year to date decrease of 2%. The new
customer storage contract signed in February 2009 and increased throughput
volume at the Houston terminal has partially offset the Company’s reduced
consulting revenue.





Cost of Product
Sales:Additive expense for the three months ended June 30,
2009 and 2008 was $131,399 and $116,793 respectively, for an increase of
$14,606. For the six months ended June 30, expense has increased 19% from
$208,057 in 2008 to $255,494 in 2009. As fuel passes through the rack, it is
blended with various fuel additives.   The increase results from
increased throughput at the IFL terminal.





Terminal
Management:Expense for the three and six months ended June
30, 2009 was $99,000 and $201,000, compared to $106,000 and $211,000 for the
same periods in 2008.  The Company realized a slight decrease in the
monthly terminal expense due to personnel changes.





General and Administrative
Expense: Expense for the three and six months ended June 30, 2009 was
$137,857 and $266,789, respectively, compared to $38,201 and $73,903 for the
same periods in 2008, resulting in a year to date increase of $192,886 or 261%.
The increase is almost wholly due to rent expense at the Houston terminal for
2009 of $191,129. In September 2008, the Company began an operating lease on the
terminal facility at 17617 Aldine Westfield Road in Houston, Texas with Lone
Star, resulting in monthly rent expense of $31,854.   Prior to
September 2008, the terminal was under a capital lease and did not recognize
rent expense.





Legal and Professional
Expense:Legal and professional expense was $47,665 and
$51,216 for the three months ended June 30, 2009 and 2008, respectively. Expense
for the six months ended June 30, 2009 and 2008 was $92,110 and $120,715,
respectively, a decrease of $28,605 or 24%.  These expenses were
higher in 2008 due to increased auditing fees associated with the Company’s
restatement of its 2007 financial statements.





Consulting
Expense:Expense for the three and six months ended June 30, 2009
was $280,798 and $472,181, respectively, compared to $117,111 and $222,002 for
the same periods in 2008, resulting in a year to date increase of $250,179 or
113%. In the first quarter of 2009, the Company incurred stock issuance expense
to the Board of Directors and Mr. Sundlun totaling $71,500.  See Note
6 of the Company’s financial statements for a more detailed explanation of these
issuances. Additionally, during the second quarter of 2009, the Board granted
additional compensation to Adino’s officers and controller totaling
$148,907.





Repairs:The
Company’s repair expense has drastically decreased from 2008 to
2009.  Expenses for the six months ended June 30, 2009 and 2008 were
$183 and $5,929, respectively.  The terminal management contract which
became effective in July 2007 allows for most minor repair and maintenance items
to be included in the monthly terminal management fee, thereby containing
costs.


10





Depreciation
Expense:The Company recorded depreciation expense for the six
months ended June 30, 2009 and 2008 of $7,087 and $119,478, respectively, a
decrease of $112,391, or 94%.  The Company operated the Houston
terminal under a capital lease until September 2008.  As the capital
lease was terminated in 2008, only vehicles and leasehold improvements are
depreciated going forward, accounting for the sharp decrease in depreciation
expense.





Operating
Supplies:The Company’s operating supplies expense for the
three and six months ended June 30, 2009 were $1,449 and $3,250, respectively,
compared to $3,649 and $4,857 for the same periods in 2008. Costs remain
relatively consistent, primarily due to the fact that the terminal management
contract allows for most operating supplies to be included in the monthly
terminal management fee, thereby containing costs.





Interest
Income:Interest income for the three months ended June 30,
2009 and 2008 was $16,345 and $18,829, respectively.  Income for the
six months ended June 30, 2009 and 2008 was $32,218 and $37,804, respectively.
As was done in 2008, the Company no longer recognizes monthly interest income of
$6,250 from the note receivable with Mr. Sundlun, as explained in Note 4 of the
Company’s financial statements.  The income from the first quarter of
2009 results from amortization of the note discount with Mr. Sundlun and
interest income recognized on the note receivable with Fuel
Streamers.





Interest
Expense:Interest expense for the three months ended June 30,
2009 and 2008 was $41,542 and $152,722, respectively.  Expense for the
six months ended June 30, 2009 and 2008 was $82,437 and $302,961, respectively,
a year to date decrease of $220,524.  The decrease results primarily
from the expiration of the capital lease on the terminal located at 17617 Aldine
Westfield Road in Houston, Texas.  The Company continues to recognize
expense on the note payable with Mr. Sundlun.





Gain(Loss)from Stock
Valuation:As ofDecember 31, 2007, the
Company had a significant stock payable outstanding due to inadequate authorized
capital.  In January 2008, the Company’s shareholders approved an
amendment increasing the amount of authorized shares in January 2008, and the
Company subsequently issued shares to satisfy all outstanding stock
payables.  For the three months ended June 30, 2008, the Company
recorded a loss of $107,570. For the six months ended June 30, 2008, the Company
recorded a gain of $215,140.   The Company had no stock payable
issuance activity for the six month period ending June 30, 2009.





Gain from Lawsuit / Lease Settlement:The lawsuit
settlement on March 23, 2007 resulted in a gain to the Company of
$1,480,383.  The transaction was deemed to be a sale/leaseback, and
therefore the gain was recognized over the life of the capitalized asset, 15
years. On September 30, 2008, the Company assigned its rights to purchase the
IFL terminal to Lone Star.  As of this date, the unamortized gain from
the lawsuit was $1,332,345.  The Company’s transaction with Lone Star
resulted in an additional gain of $624,047.  These amounts, totaling
$1,956,392, will be amortized over the 60 month life of the Lone Star operating
lease, resulting in a gain of $32,606 per month.  See Note 3 of the
Company’s financial statements for more information regarding these
transactions. Additionally, the Company recognized a gain from the lawsuit
settlement with CapNet Securities Corporation of $7,896.  See Note 3
of the Company’s financial statements for a more detailed explanation of this
gain.





Net Income(Loss):  As a result of
the foregoing, the Company realized a net loss of $122,470 and $144,212 for the
three months ended June 30, 2009 and 2008, respectively. The Company had a net
loss of $151,586 and net income of $43,828 for the six months ended June 30,
2009 and 2008, respectively.





CAPITAL
RESOURCES AND LIQUIDITY





As of
June 30, 2009, our cash and cash equivalents were $78,118, compared to $30,228
at December 31, 2008.  Cash flow has been an ongoing concern for the
Company due to the large amount of legacy liabilities that Adino accumulated in
the years in which it was a non-operating entity. These liabilities will likely
continue to be a drag on the Company’s financial statements unless and until
Adino obtains financing that allows us to pay off these
liabilities.





Our
working capital deficit at June 30, 2009 was $2,693,295 compared to $2,574,021
at December 31, 2008. The Company believes that the current cash flow and
planned increase in operations are adequate to satisfy the working capital
deficit.  Certain officers and directors have agreed in writing to postpone
payment if necessary should the Company need capital it would otherwise pay
these individuals. Lastly, the Company plans to grow through merger and
acquisition opportunities including the expansion of existing business
opportunities. The Company expects these growth opportunities to be financed
through a combination of equity and debt capital; however, in the event the
Company is unable to obtain additional debt and equity financing, the Company
may not be able to pursue these opportunities or continue its
operations.





For the
six months ended June 30, 2009, cash provided by operating activities was
$32,911, compared to cash used in operating activities of $28,939 for the six
months ended June 30, 2008.  The increase in cash provided during 2009
was primarily due to an increase in accounts receivable
collections.




11




RISK
FACTORS





The
market price of the Company's common stock has fluctuated significantly since it
began to be publicly traded and may continue to be highly volatile. Factors such
as the ability of the Company to achieve development goals, the ability of the
Company to compete in the petroleum distribution industry, the ability of the
Company to raise additional funds, general market conditions and other factors
affecting the Company's business that are beyond the Company's control may cause
significant fluctuations in the market price of the Company's common stock. Such
market fluctuations could adversely affect the market price for the Company's
common stock.





As of
June 30, 2009, the Company has a working capital deficit of $2,693,295 and a
retained deficit of $16,292,885. These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern. The ability of
the Company to continue as a going concern depends upon its ability to obtain
funding for its working capital deficit.  The Company believes that the
current cash flow and planned increase in operations are adequate to satisfy the
working capital deficit.  Certain officers and directors have agreed in
writing to postpone payment if necessary should the Company need capital it
would otherwise pay these individuals. Lastly, the Company plans to grow through
merger and acquisition opportunities including the expansion of existing
business opportunities. The Company expects these growth opportunities to be
financed through a combination of equity and debt capital; however, in the event
the Company is unable to obtain additional debt and equity financing, the
Company may not be able to pursue these opportunities or continue its
operations.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
smaller reporting company, we are not required to provide the information
required by this Item.





ITEM
4T. CONTROLS AND PROCEDURES





Evaluation of disclosure controls
and procedures. We carried out an evaluation, under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)).  Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the
period covered in this report, our disclosure controls and procedures were
ineffective ensuring that information required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the required time periods and is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.





Our
management, including our principal executive officer and principal financial
officer, does not expect that our disclosure controls and procedures or our
internal controls will prevent all error or fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are
met.  Further, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs.  Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. We
performed additional analysis and other post-closing procedures in an effort to
ensure our consolidated financial statements included in this quarterly report
have been prepared in accordance with generally accepted accounting principles.
Accordingly, management believes that the financial statements included in this
report fairly present in all material respects our financial condition, results
of operations and cash flows for the periods presented.





Changes in internal controls.
There have not been any changes in our internal control over financial reporting
that occurred during the quarter ended June 30, 2009 that have materially
affected or are reasonably likely to materially affect internal control over
financial reporting.





PART
II





ITEM
1. LEGAL PROCEEDINGS





In May
2009, the Company settled the lawsuit against CapNet Securities Corporation, our
former investment banking firm (“CapNet”), and CNRE Investments #1, LLC, an
entity affiliated with CapNet (“CNRE”), as well as certain unasserted claims by
CapNet Risk Management, Inc. (“CapNet Risk”), which provided the Company with
certain financial management services in 2007.





Under the
settlement agreement entered into with CapNet, CNRE, and CapNet Risk, the
Company issued CapNet 4,500,000 shares of common stock in satisfaction of its
counterclaims against the Company. These counterclaims concerned compensation
that CapNet claimed was owed pursuant to the Company’s investment banking
agreement with CapNet. These shares were issued in escrow and will be released
from escrow starting in January 1, 2012. Starting January 1, 2012 and in every
six month period thereafter, no more than 1,000,000 of the CapNet shares may be
released for sale. Before release of the shares from escrow, the Company has the
right to purchase any of the shares to be released at 10 cents per
share.





Also
under the settlement agreement, the Company issued CapNet Risk 1,000,000 shares
of common stock. CapNet Risk was not involved in the CapNet litigation, but it
had asserted that it was due certain compensation under its agreement to provide
services to the Company. As a result of the settlement, CapNet Risk’s claims
were released.


12





In
addition, as a result of the settlement agreement, the Company released its
claims against CNRE concerning 3,000,000 shares of common stock that the Company
claimed that CNRE had converted from the Company. These shares were therefore
retained by CNRE.





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





In
February 2009, the Company awarded the members of the Board of Directors shares
of restricted stock for their services.  Both Messrs. Byrd and Wooley
were awarded 1,500,000 shares each and Ms. Behrens was awarded 500,000
shares.  These shares were issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act.





On March
20, 2009, the Board approved a stock issuance of 1,000,000 shares of restricted
common stock to Stuart Sundlun for consulting services.  These shares
were issued pursuant to the exemption from registration set forth in Section
4(2) of the Securities Act.





On May 1,
the Board approved a stock issuance of 4,500,000 shares of restricted common
stock to CapNet Securities and 1,000,000 shares of restricted common stock to
CapNet Risk Management in full settlement of a lawsuit between the
parties.  See Note 6 for a complete description of the settlement.
These shares were issued pursuant to the exemption from registration set forth
in Section 4(2) of the Securities Act.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
5. OTHER INFORMATION





None.





ITEM
6. EXHIBITS





3.1
            Articles
      of Incorporation (incorporated by reference to our Form 10-K filed on
      March 18, 2009)





3.2
            By-Laws
      of Golden Maple Mining and Leaching Company, Inc. (now Adino Energy
      Corporation) (incorporated by reference to our Form 10-K filed on March
      18, 2009)





10.1
            Contract
      with Metropolitan Transit Authority of Harris County, Texas (incorporated
      by reference to our Form 10-K filed on March 18,
  2009)





10.2
            Lease
      with Lone Star Fuel Storage and Transfer, LLC (incorporated by reference
      to our Form 10-K filed on March 18,
2009)





10.3
            Terminal
      Management Agreement with Summit Terminaling LLC (incorporated by
      reference to our Form 10-Q  filed on May 15,
    2009)





10.4
            Resolution
      of the Board of Directors of February 20,
2009*





10.5
            Resolution
      of the Board of Directors of March 26,
2009*


13





14
            Code
      of Business Conduct and Ethics (incorporated by reference to our Form 10-K
      filed on March 18, 2009)





31.1
            Certification  of  Chief  Executive  Officer  pursuant  to  Rule
      15d-14(a) of the Exchange Act





31.2
            Certification
      of Chief Financial Officer pursuant to Rule 15d-14(a) of the Exchange
      Act





32.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





32.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002




*
Management contract or compensatory plan or arrangement


14


SIGNATURES





Pursuant
to the requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, the undersigned has duly caused this Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, Texas, on
August 7, 2009.





ADINO
      ENERGY CORPORATIONBy:  /s/  Timothy G. Byrd, Sr.Timothy G. Byrd, Sr.Chief  Executive  Officer,Chief
      Financial
                Officer,
      and Director


15





UNANIMOUS
CONSENT OF THE BOARD OF DIRECTORS OF


ADINO
ENERGY CORPORATION





Pursuant
to Montana Code Section 35-1-432, the directors of Adino Energy Corporation (the
“Company”) hereby take the following corporate action, which shall have the same
force and effect as if the same were taken at a duly called meeting of the Board
of Directors of the Company.  The directors signing this consent
certify that they have waived notice of meeting.





WHEREAS,
the Company believes the members of the Board of Directors are entitled to
compensation for their efforts as Directors





THEREFORE,
BE IT RESOLVED that the Company authorizes the following payments to the members
of the Board of Directors in Rule 144 restricted common stock as of the closing
price on February 20, 2009:





Sonny
      Wooley
            1,500,000
      sharesTimothy
      G. Byrd, Sr.
            1,500,000
      sharesPeggy
      Behrens
            500,000
      shares





WHEREFORE,
THE FOREGOING CORPORATE ACTS ARE HEREBY RESOLVED BY THE BOARD OF DIRECTORS AS OF
THE LATEST DATE WRITTEN BELOW.




/s/Sonny
      WooleyChairman
      of the Board of DirectorsDate:  2/20/2009/s/Timothy
      G. Byrd, Sr.DirectorDate:  2/20/2009/s/Peggy
      BehrensDirectorDate:  2/20/2009


16





UNANIMOUS
CONSENT OF THE BOARD OF DIRECTORS OF


ADINO
ENERGY CORPORATION





Pursuant
to Montana Code Section 35-1-432, the directors of Adino Energy Corporation (the
“Company”) hereby take the following corporate action, which shall have the same
force and effect as if the same were taken at a duly called meeting of the Board
of Directors of the Company.  The directors signing this consent
certify that they have waived notice of meeting.





WHEREAS,
the Company desires to compensate members of the Board of Directors for their
service with 250,000 shares of restricted common stock per year.





THEREFORE,
BE IT RESOLVED that the Company will issue the shares authorized at the earlier
of December 31 or the members date of resignation for each year, beginning
January 1, 2009.




WHEREFORE,
THE FOREGOING CORPORATE ACTS ARE HEREBY RESOLVED BY THE BOARD OF DIRECTORS AS OF
THE LATEST DATE WRITTEN BELOW.





/s/Sonny
      WooleyChairman
      of the Board of DirectorsDate:  3/26/2009/s/Timothy
      G. Byrd, Sr.DirectorDate:  3/26/2009/s/Peggy
      BehrensDirectorDate:  3/26/2009




17