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 MARCH 31,
2009
 
 Or
 
 oTRANSITION 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  xNo o
 
 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  oNo x
 
 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  oNo x
 
 State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date:
 
 At May 14, 2009, there were 87,760,579
shares of common stock outstanding.
  
  
 TABLE
OF CONTENTS
  PART
I FINANCIAL INFORMATION
  Page
      No.Item
      1.
                    Financial
      StatementsConsolidated
      Balance Sheets – March 31, 2009 (Unaudited) and December 31,
      2008
                    3Unaudited
      Consolidated Statements of Operations-Three Months Ended March 31, 2009
      and 2008
                    4Unaudited
      Consolidated Statement of Changes in Stockholders’ Deficit – Three Months
      Ended March 31, 2009
                    5Unaudited
      Consolidated Statements of Cash Flows-Three Months Ended March 31, 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.
                    U
      Unregistered Sales of Equity Securities and Use of
Proceeds
                    12Item
      3.
                    D
      Defaults Upon Senior Securities
                    12Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    12Item
      5.
                    Other
      Information
                    12Item
      6.
                    Exhibits
                    13Signatures
                    
                    13
   2
  
 
 ITEM 1. FINANCIAL
STATEMENTS
 
 
 ADINO ENERGY
CORPORATION
 Consolidated Balance
Sheets
 AS OF MARCH 31, 2009 AND DECEMBER 31,
2008
 (Unaudited)
 
 March 31,
                      2009
                    
                    
                    December 31,
                      2008ASSETSCash in
bank
                    
                    $
                    106,847
                    
                    
                    $
                    30,228Accounts
      receivable
                    
                    
                    23,780
                    
                    
                    
                    81,472Note receivable – current
      portion
                    
                    
                    60,697
                    
                    
                    
                    60,094Prepaid
    assets
                    
                    
                    2,675
                    
                    
                    
                    5,702Total current
      assets
                    
                    
                    193,999
                    
                    
                    
                    177,496Fixed assets, net of accumulated
      depreciation of  $31,090
                      and
      $26,758, respectively
                    
                    
                    68,725
                    
                    
                    
                    62,793Goodwill
                    
                    
                    1,559,240
                    
                    
                    
                    1,559,240Notes receivable – long
      term
                    
                    
                    844,287
                    
                    
                    
                    847,096Other
assets
                    
                    
                    375,208
                    
                    
                    
                    375,208Total non-current
      assets
                    
                    
                    2,847,460
                    
                    
                    
                    2,844,337TOTAL
ASSETS
                    
                    $
                    3,041,459
                    
                    
                    $
                    3,021,833LIABILITIES AND STOCKHOLDERS’
      DEFICITAccounts
      payable
                    
                    $
                    638,999
                    
                    
                    $
                    702,753Accrued
      liabilities
                    
                    
                    146,980
                    
                    
                    
                    133,521Accrued liabilities – related
      party
                    
                    
                    810,114
                    
                    
                    
                    766,214Notes payable – current
      portion
                    
                    
                    298,236
                    
                    
                    
                    397,751Interest
      payable
                    
                    
                    397,500
                    
                    
                    
                    360,000Deferred gain - current
      portion
                    
                    
                    391,278
                    
                    
                    
                    391,278Total current
      liabilities
                    
                    
                    2,683,107
                    
                    
                    
                    2,751,517Deferred gain – long
      term
                    
                    
                    1,369,475
                    
                    
                    
                    1,467,295Notes payable – long
      term
                    
                    
                    1,550,990
                    
                    
                    
                    1,554,813TOTAL
      LIABILITIES
                    
                    
                    5,603,572
                    
                    
                    
                    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,
                      87,760,579
      and 83,260,579 shares issued and outstanding at
                      March
      31, 2009 and  December 31, 2008,
    respectively
                    
                    
                    87,760
                    
                    
                    
                    83,260Stock
    payable
                    
                    
                    137,500
                    
                    
                    
                    -Additional paid in
      capital
                    
                    
                    13,383,042
                    
                    
                    
                    13,306,247Retained
      deficit
                    
                    
                    (16,170,415
                    )
                    
                    
                    (16,141,299
                    )Total stockholders’
      deficit
                    
                    
                    (2,562,113
                    )
                    
                    
                    (2,751,792
                    )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
                    
                    $
                    3,041,459
                    
                    
                    $
                    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 MONTHS ENDED MARCH 31,
2009 AND 2008
 (Unaudited)
 
 Three
      Months Ended March 31,2009
                            
                            
                            2008(Restated)REVENUERevenue
                            
                            $
                            487,361
                            
                            
                            $
                            444,203OPERATING
      EXPENSESCost of product
      sales
                              (net
      of depreciation shown separately below)
                            
                            
                            124,095
                            
                            
                            
                            91,264Terminal
      management
                            
                            
                            102,000
                            
                            
                            
                            105,000General
      and administrative
                            
                            
                            128,932
                            
                            
                            
                            35,702Legal
      and professional
                            
                            
                            44,445
                            
                            
                            
                            69,499Consulting
      fees
                            
                            
                            191,383
                            
                            
                            
                            104,891Repairs
                            
                            
                            183
                            
                            
                            
                            4,979Depreciation
      expense
                            
                            
                            4,332
                            
                            
                            
                            59,739Operating
      supplies
                            
                            
                            1,801
                            
                            
                            
                            1,208Total
      operating expenses
                            
                            
                            597,171
                            
                            
                            
                            472,282OPERATING
      LOSS
                            
                            
                            (109,810
                            )
                            
                            
                            (28,079
                            )OTHER
      INCOME AND EXPENSESInterest
      income
                            
                            
                            15,873
                            
                            
                            
                            18,975Interest
      expense
                            
                            
                            (40,895
                            )
                            
                            
                            (150,239
                            )Gain
      from stock valuation
                            
                            
                            -
                            
                            
                            
                            322,710Gain
      from lawsuit
                            
                            
                            105,716
                            
                            
                            
                            24,673Total
      other income and expenses
                            
                            
                            80,694
                            
                            
                            
                            216,119NET
      INCOME (LOSS)
                            
                            $
                            (
      29,116
                            )
                            
                            $
                            188,040Net
      income (loss) per share, basic andfully
      diluted
                            
                            $
                            0.00
                            
                            
                            $
                            0.00Weighted
      average shares outstanding
                            
                            
                            84,899,468
                            
                            
                            
                            49,544,226
 
 The accompanying notes are an integral
part of these financial statements.
 
  4
  ADINO ENERGY
CORPORATION
 Consolidated Statement of Changes in
Stockholders’ Deficit
 FOR THE THREE MONTHS ENDED MARCH 31,
2009
 (Unaudited)
 
 Shares
                  
                  
                  Amount
                  
                  
                  Additional
                    Paid in
                    Capital
                  
                  
                  Stock
                    Payable
                  
                  
                  Retained
                    Deficit
                  
                  
                  TotalBalance December 31,
      2008
                  
                  
                  83,260,579
                  
                  
                  $
                  83,260
                  
                  
                  $
                  13,306,247
                  
                  
                  $
                  - -
                  
                  
                  $
                  (16,141,299
                  )
                  
                  $
                  (2,751,792
                  )Options
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,795
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  9,795Shares
      issued for services - officers
                  
                  
                  3,500,000
                  
                  
                  
                  3,500
                  
                  
                  
                  49,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  52,500Shares
      issued for services
                  
                  
                  1,000,000
                  
                  
                  
                  1,000
                  
                  
                  
                  18,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  19,000Shares
      to be issued in lawsuit settlement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  137,500
                  
                  
                  
                  -
                  
                  
                  
                  137,500Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (29,116
                  )
                  
                  
                  (29,116
                  )Balance
      March 31, 2009
                  
                  
                  87,760,579
                  
                  
                  $
                  87,760
                  
                  
                  $
                  13,383,042
                  
                  
                  $
                  137,500
                  
                  
                  $
                  (16,170,415
                  )
                  
                  $
                  (2,562,113
                  )
 
 
 The accompanying notes are an integral
part of these financial statements.
  5
  ADINO ENERGY
CORPORATION
 Consolidated Statements of Cash
Flows
 FOR THE THREE MONTHS ENDED MARCH 31,
2009 AND 2008
 (Unaudited)
 
 Three Months
                    Ended
                    March 31,
    2009
                  
                  
                  Three Months
                    Ended
                    March 31, 2008
                    (Restated)CASH FLOWS FROM OPERATING
      ACTIVITIES:Net income
      (loss)
                  
                  $
                  (29,116
                  )
                  
                  $
                  188,040Adjustments to reconcile net
      income (loss) to net cash provided by (used in)
                    operating
      activities:Depreciation and
      amortization
                  
                  
                  4,332
                  
                  
                  
                  59,738Options issued for
      services
                  
                  
                  9,795
                  
                  
                  
                  7,391Stock based
      compensation
                  
                  
                  52,500
                  
                  
                  
                  (322,710
                  )Shares issued for
      services
                  
                  
                  19,000
                  
                  
                  
                  -Amortization of debt
      discount
                  
                  
                  -
                  
                  
                  
                  62,633Amortization of note receivable
      discount
                  
                  
                  (12,593
                  )
                  
                  
                  -Gain from lawsuit / lease
      settlement
                  
                  
                  (105,716
                  )
                  
                  
                  (24,672
                  )Change in operating assets and
      liabilities:Accounts
      receivable
                  
                  
                  57,692
                  
                  
                  
                  40,514Inventory
                  
                  
                  -
                  
                  
                  
                  (29,746
                  )Other
assets
                  
                  
                  3,027
                  
                  
                  
                  (17,687
                  )Accounts payable and accrued
      liabilities
                  
                  
                  76,501
                  
                  
                  
                  15,146Net cash provided by (used in)
      operating activities
                  
                  
                  75,422
                  
                  
                  
                  (21,353
                  )CASH FLOWS FROM INVESTING
      ACTIVITIES:Principal payments on note
      receivable
                  
                  
                  14,799
                  
                  
                  
                  -Purchase of
      equipment
                  
                  
                  (10,264
                  )
                  
                  
                  -Net cash provided by investing
      activities
                  
                  
                  4,535
                  
                  
                  
                  -CASH FLOWS FROM FINANCING
      ACTIVITIES:Borrowings on note payable –
      related party
                  
                  
                  -
                  
                  
                  
                  22,500Principal payments on note
      payable
                  
                  
                  (3,338
                  )
                  
                  
                  -Principal payments on note payable
      – related party
                  
                  
                  -
                  
                  
                  
                  (18,142
                  )Net cash provided by (used in)
      financing activities
                  
                  $
                  (3,338
                  )
                  
                  $
                  4,358Net change in cash and cash
      equivalents
                  
                  
                  76,619
                  
                  
                  
                  (16,995
                  )Cash and cash equivalents,
      beginning of period
                  
                  
                  30,228
                  
                  
                  
                  91,264Cash and cash equivalents, end of
      period
                  
                  $
                  106,847
                  
                  
                  $
                  74,269Cash paid
    for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -Income
taxes
                  
                  $
                  -
                  
                  
                  $
                  -
  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 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 March 31, 2009, the Company has a
working capital deficit of $2,489,108 and a retained deficit
of $16,170,415. 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,
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 lawsuit settlement just prior to the lease with 17617
Aldine Westfield Rd., LLC resulted in 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 at $32,606 per month through September 30,
2013.  During the quarter ended March 31, 2009, the Company recognized
gain from a prior lawsuit of $97,820.  This treatment is consistent
with sale leaseback gain recognition pursuant to SFAS 13.
 
  7
  NOTE 4 –
NOTE 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 March 31, 2009
is $156,188.
  March 31,
    2009
                      
                      
                      December 31,
      2008Sundlun, net of unamortized
      discount
                      
                      $
                      593,812
                      
                      
                      $
                      581,219Fuel
    Streamers
                      
                      $
                      311,172
                      
                      
                      $
                      325,971Total notes
      receivable
                      
                      $
                      904,984
                      
                      
                      $
                      907,190Less:  current
      portion
                      
                      
                      (60,697
                      )
                      
                      
                      (60,094
                      )Total long-term notes
      receivable
                      
                      $
                      844,287
                      
                      
                      $
                      847,096
 
 NOTE 5 –
ACCRUED LIABILITIES
 
 Other liabilities and accrued expenses
consisted of the following as of March 31, 2009 and December 31,
2008:
 
 March
    31,2009
                      
                      
                      December 31,
      2008Accrued accounting and legal
      fees
                      
                      
                      128,862
                      
                      
                      
                      126,362Deferred lease
      liability
                      
                      
                      18,118
                      
                      
                      
                      7,159Total accrued
      liabilities
                      
                      $
                      146,980
                      
                      
                      $
                      133,521Accrued salaries-related
      party
                      
                      $
                      810,114
                      
                      
                      $
                      766,214
  Deferred lease
liability:The
Lone Star lease is being expensed by the straight line method as required byFASB 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 a result of the above common stock
issuances, as of March 31, 2009 there were 87,760,579 shares
outstanding.
 
 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 March 31, 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.
  8
  
 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 was
recorded as stock-based compensation expense during the three months ended March
31, 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 three months
ended March 31, 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 months ended March 31, 2009 and
2008.
 Three
      Months Ended
                    March
      31, 2009
                  
                  
                  %
                  
                  
                  Three
      Months Ended
                    March
      31, 2008
                  
                  
                  %Customer
      A
                  
                  $
                  53,550
                  
                  
                  
                  11
                  
                  
                  $
                  70,080
                  
                  
                  
                  18Customer
      B
                  
                  $
                  131,181
                  
                  
                  
                  27
                  
                  
                  $
                  5,801
                  
                  
                  
                  2Customer
      C
                  
                  $
                  153,090
                  
                  
                  
                  31
                  
                  
                  $
                  150,904
                  
                  
                  
                  39Customer
      D
                  
                  $
                  115,786
                  
                  
                  
                  24
                  
                  
                  $
                  145,513
                  
                  
                  
                  38
 
 The Company had two customers that
represented 58% and 34% of outstanding receivables at March 31, 2009 and one
customer that represented 79% of outstanding receivables at December 31,
2008.
 
 NOTE 9 –
SUBSEQUENT EVENTS
 
 As of May
1, 2009, the Company settled all claims with all parties in the lawsuit known as
Adino Energy Corporation v.
CapNet Securities Corporation, et. al.In the settlement, the
Company will issue 4.5 million shares of restricted common stock to CapNet
Securities Corporation and 1 million 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 million of the CapNet Securities Corporation shares may be released
for sale.  The Company will pay no cash to any involved party as a
result of the settlement.
  The
Company had recorded liabilities to CapNet and its affiliates for $145,396, all
of which are extinguished with the settlement.  The share issuance
described above results in an expense of $137,500 to the Company, resulting in a
gain from the settlement of $7,896.  Since the settlement occurred
after the current balance sheet date of March 31, 2009, but prior to the March
31, 2009 10-Q issue date, the gain on sale, liability extinguishment and stock
payable have all been reflected in these financial statements.
  9
  
 NOTE 10 – RESTATEMENT OF
QUARTER ENDED MARCH 31, 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 Rd, LLC, 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 statement of operations and consolidated statement of cash
flow for the quarter ended March 31, 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 and are
increasing.
 
 Revenue:Revenue generated in the three months
ended March 31, 2009 was $487,361 compared to $444,203 for the three months
ended March 31, 2008, for an increase of 10%. This increase is primarily due to
a current customer signing a new contract for increased storage capacity in
February 2009.
 
 Cost of Product
Sales:Additive
expense for the three months ended March 31, 2009 and 2008 was $124,095 and
$91,264, respectively, for an increase of $32,831. As fuel passes through the
rack it is blended with various fuel additives.   The increase
results from increased additive required by the increase in throughput volume in
the first quarter of 2009, over the 2008 volumes.
 
 Terminal
Management:Expense for the three months ended March
31, 2009 and 2008 was $102,000 and $105,000, respectively.  The
Company realized a slight decrease in the monthly terminal expense due to
personnel changes.
 
 General and
Administrative Expense:Expense for the three months ended March
31, 2009 and 2008 was $128,932 and $35,702, respectively, an increase of
$93,230.  The first quarter 2009 rent expense of $95,562 accounts for
the increase.  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
$44,445 and $69,499 for the three months ended March 31, 2009 and 2008,
respectively, a decrease of $25,054 or 36%.  These expenses were
higher in 2008 due to increased auditing fees associated with the Company’s
restatement of its 2007 financial statements.
 
 Consulting
Expense:The
Company incurred consulting fees of $191,383 and $104,891 for the three months
ended March 31, 2009 and 2008, respectively, an increase of $86,492 or
82%.  The 2009 amount was primarily higher due to 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.
 
 Repairs:The Company’s repair expense has
drastically decreased from 2008 to 2009.  Expenses for the three
months ended March 31, 2009 and 2008 were $183 and $4,979,
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.
 
 Depreciation
Expense:The
Company recorded depreciation expense for the three months ended March 31, 2009
and 2008 at $4,332 and $59,739, respectively.  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.
  10
  
 Operating
Supplies:The
Company’s operating supplies expense for the three months ended March 31, 2009
and 2008 was $1,801 and $1,208, respectively.   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 March 31, 2009 and 2008 was $15,873 and
$18,975, 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 March 31, 2009 and 2008 was $40,895 and $150,239, respectively, a decrease
of $109,344.  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 from Stock
Valuation:As
ofDecember 31, 2007, the Company had a
significant stock payable outstanding due to inadequate authorized
capital.  The Company’s shareholders approved an amendment increasing
the amount of authorized shares in January 2008, and the Company issued shares
to satisfy all outstanding stock payables.  For the three months ended
March 31, 2008, the Company recorded a gain of $322,710.   The
Company had no stock payable issuance activity for the three month period ending
March 31, 2009.
  Gain from
Lawsuit: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 statement for a more
detailed explanation of this gain.
  Net
Income:As a
result of the foregoing, the Company realized a net loss of $29,116 and net
income of $188,040 for the three months ended March 31, 2009 and 2008,
respectively.
 
 CAPITAL RESOURCES AND
LIQUIDITY
 
 As of March 31, 2009, our cash and cash
equivalents were $106,847, 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 had 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 March 31, 2009 was $2,489,108 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 continue its
operations.
 
 For the three months ended March 31,
2009, cash provided by operating activities was $75,422, compared to cash used
in operating activities of $21,353 for the three months ended March 31,
2008.  The increase in cash provided during 2009 was primarily due to
decreased share compensation expense.
 
 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 March 31, 2009, the Company has a
working capital deficit of $2,489,108 and a retained deficit
of $16,170,415. 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.
 
  11
  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. To
address the material weaknesses, 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 last quarter
ended March 31, 2008 that has materially affected or is reasonably likely to
materially affect internal control over financial reporting.
 
 PART II
 
 ITEM 1. LEGAL PROCEEDINGS
 
 None.
 
 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 service.  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, 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.
 
 ITEM 3. DEFAULTS UPON SENIOR
SECURITIES
 
 None.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
 
 None.
 
 ITEM 5. OTHER
INFORMATION
 
 None.
 
  12
  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
 
 10.4
                  Resolution
      of the Board of Directors of February 20,
2009*
 
 10.5
                  Resolution
      of the Board of Directors of March 26,
2009*
 
 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
 
 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 May 15,
2009.
 
 
 ADINO ENERGY
CORPORATION
 
 By:  /s/  Timothy  G.
 Byrd,  Sr.
 ---------------------------------------------
 Timothy  G.  Byrd,
 Sr.
 Chief  Executive
 Officer, Chief Financial Officer,
and Director
 13