SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~July 1329, ~~2010~~2011

FERO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Colorado	000-53337	01-0884561
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	254-16 Midlake Boulevard SE Calgary Alberta, Canada T2X 2X7
	254-16 Midlake Boulevard SE Calgary, Alberta Canada T2X 2X7
	(Address of principal executive offices)
	(403 ) 827-7936
	(403) 383-7663
	(Registrant’s Telephone Number)

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

Copy of all Communications to:

Carrillo Huettel, LLP

3033 Fifth Avenue, Suite ~~201~~400

San Diego, CA 92103

~~phone~~Phone: 619.~~399~~546.~~3090~~6100

~~fax~~Fax: 619.~~399~~546.~~0120~~6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~FERO 4INDUSTRIES, INC.02

~~NONRELIANCE~~Form ~~ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.~~8-K

OnCurrent December 10, 2010, the Chief Executive Officer and Chief Financial Officer of Fero Industries, Inc. (the "Registrant" or the "Company"), under authority granted to them by, and with the approval of, the Company’s Board of Directors, concluded that our previously reported financial statements included in our annual report for the year ended June 30, 2010, filed on Form 10-K (“Form 10-K”) with the Securities & Exchange Commission (“SEC”) on October 13, 2010, should no longer be relied upon.Report

~~The~~ITEM Company is restating its June 30, 2010 balance sheet to reclassify the Advances from shareholder and Promissory note payable from long term to current liabilities. The Company is restating its statements of operations to reflect the correct number of weighted average number of shares outstanding, which previously did not give retroactive effect to the April 1~~, 2010 stock dividend~~.01 ~~The~~ENTRY ~~Company~~INTO isA ~~restating~~MATERIAL ~~its~~DEFINITIVE statement of stockholders’ equity to disclose the correct net loss for the year ended June 30, 2010. The Company is also adjusting its statement of stockholders’ equity to correctly present the stock dividend that occurred on April 15, 2010 (retroactive adjustment). These adjustments had no effect on the results of operations.AGREEMENT

~~The~~On July 29, 2011, Fero Industries, Inc., a Colorado corporation (the “Company”) isentered ~~also~~into ~~restating~~an ~~its~~Employment ~~footnotes~~Agreement (the “Employment Agreement”) with Luis Manuel Ornelas Lopez (“Mr. Lopez”) pursuant to ~~add~~which aMr. ~~subsequent~~Lopez ~~events~~shall ~~footnote~~be ~~for~~employed as the ~~Asset~~President ~~Acquisition~~and ~~Agreement~~Chief ~~that~~Operating ~~closed~~Officer of the Company for a term of three (3) years commencing on ~~July~~September 71, ~~2010~~2011. In exchange, Mr. Lopez shall receive a one-time issuance of twelve million (12,000,000) fully paid and non-assessable restricted shares of the Company’s common stock, and a monthly salary to bet set by the Company’s Board of Directors, per the terms and conditions set forth in the Employment Agreement.

~~Annual~~The ~~Report~~foregoing ~~for~~summary description of the ~~Year~~terms ~~Ended~~of ~~June~~the 30Employment Agreement may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Employment Agreement, ~~2010~~this reference is made to such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by this reference.

~~Our~~ITEM ~~Chief Executive Officer and Chief Financial Officer, under authority granted to them by the Board of Directors, discussed all of the foregoing and reviewed it with Madsen & Associates, CPA’s, Inc~~2.~~, our independent registered public accounting firm for the period mentioned above.~~03

~~The~~CREATION ~~Company~~OF ~~anticipates~~A ~~filing~~DIRECT ~~corrected~~FINANCIAL ~~financial~~OBLIGATION ~~information~~OR ~~for~~AN ~~the~~OBLIGATION ~~Form~~UNDER 10AN OFF-KBALANCE inSHEET aARRANGEMENT ~~timely~~OF ~~manner,~~A but in any event prior to December 13, 2010. However, the time required to complete the restatement cannot be stated with certainty at this time and will depend, in part, upon completion of the audit of the restatement by Madsen & Associates, CPA’s, Inc.REGISTRANT

~~Until~~The weinformation ~~have~~provided ~~reissued~~in ~~the~~Item ~~restated~~1.01 ~~results for the applicable period discussed above, investors and other users~~ of ~~our~~this ~~filings~~Current ~~with~~Report ~~the SEC are cautioned not to rely~~ on ~~our~~Form ~~financial~~8-K ~~statements~~is inincorporated ~~question, to the extent that they are affected~~ by ~~the~~reference ~~accounting~~into ~~issues~~this ~~described~~Item ~~above~~2.03.

~~Certain~~ITEM ~~statements included in Item 4~~3.02 of this Current Report on Form 8-K, which are not historical facts, are forward-looking statements such as statements about the filing of an amended annual report to reflect the restatement. These forward-looking statements represent our expectations or beliefs and involve certain risks and uncertainties, including those described in our public filings with the SEC; also including, but not limited to, the outcome of the SEC's review process, higher than expected charges after completing the restatement process, and delays in filing an amended annual report for the affected period due to our efforts to complete the restatement. The forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors.

~~SIGNATURE~~UNREGISTERED SALES OF EQUITY SECURITIES

~~Pursuant~~The toinformation ~~the~~provided ~~requirements~~in ofItem ~~the~~1.01 ~~Securities Exchange Act~~ of ~~1934, as amended, the registrant has duly caused~~ this ~~report~~Current toReport beon ~~signed~~Form on8-K ~~its~~is ~~behalf~~incorporated by ~~the~~reference ~~undersigned~~into ~~hereunto~~this ~~duly~~Item ~~authorized~~3.02.

	FERO INDUSTRIES, INC.
Date: December 13, 2010	By:	/s/ Kyle Schlosser
		Kyle Schlosser
		President

Exemption From Registration. The shares of Common Stock referenced herein are intended to be issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

ITEM 5.02.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On August 31, 2011, Kyle Schlosser resigned as President and Director of the Company. The resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise.

On August 31, 2011, , Mr. Lopez was appointed as President and Chief Executive Officer, Chief Operating Officer of the Company. On August 31, 2011, Mr. Lopez accepted the appointment.

The biography for Mr. Lopez is set forth below:

LUIS MANUEL ORNELAS LOPEZ – Mr. Lopez is an accomplished businessman with over ten years of experience and education in business administration, economics, negotiations, law and corporate affairs. Since July 2005, Mr. Lopez has served as Managing Director of Pharmaroth Latin America S.A. De C.V., a company that markets and distributes a treatment for diabetes, where he is responsible for preparing business partnership agreements, negotiating strategic alliances, presenting reports and information to the Board of Directors, coordinating regulatory affairs and production, creating distribution and marketing plans and overseeing the importation and exportation of raw materials and products. Since 2004, Mr. Lopez has also continued to serve as Vice President of Latin America Operations for Biotech Holdings LTD, where he coordinates regulatory affairs of the company in Mexico, El Salvador, Guatemala and Argentina, presents reports and information to the Board of Directors, participates in market research and products development, and reviews corporate governance policies and strategies. From 2000 to 2004, Mr. Lopez worked for Micrometrix S.A. De C.V. as a Commercial Manager, where he conducted negotiations, prepared international sales agreements and participated in national and international tradeshows. In light of Mr. Lopez’s extensive corporate experience, the Board of Directors concluded that it was in the Company's best interests for him to serve as President and Chief Operating Officer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


(d)	Exhibits


Exhibit No.	Description of Exhibit
10.1	Employment Agreement between the Company and Mr. Lopez dated July 29, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FERO INDUSTRIES, INC.
Date: August 31, 2011	By:	/s/ Kyle Schlosser
		Kyle Schlosser
		Chief Executive Officer

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