UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~July~~December 278, 2011

Black Raven Energy, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-32471		20-0563497
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1331 Seventeenth Street, Suite 350, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(303) 308-1330

(Registrant’s telephone number, including area code)

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:

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

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

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

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

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On ~~July~~December 278, 2011, Black Raven Energy, Inc. (“BRE” or the “Company”) purchased ~~completed~~ the ~~purchase~~remaining of20% ~~the~~working interest in 18,760 gross acres of oil and gas properties in the Adena Field in Morgan County, Colorado (the “Properties”) ~~pursuant~~for to a ~~previously announced~~ purchase ~~and~~price ~~sale~~of ~~agreement~~$1.7 million, assubject ~~amended~~to (adjustments for production after the ~~“Adena~~July 1, ~~Purchase~~2011 ~~Agreement”)~~effective date and other matters. The ~~acquisition~~Company ~~consists~~previously ofhad purchased an 80% working interest in ~~18,760~~the ~~gross~~Adena ~~acres,~~Field ~~with~~in aJuly 2011. ~~purchase~~The ~~price~~Properties consist of ~~$15.75~~an ~~million~~existing waterflood in the J Sand, ~~subject~~and toa ~~adjustments~~conventional ~~for~~oil ~~production~~field ~~after~~in the ~~effective~~D ~~date~~Sand. In ~~and~~addition, ~~other~~there ~~matters.~~is ~~The~~a ~~effective~~gas ~~date~~cap ofin the ~~acquisition~~J isSand ~~May 1,~~that ~~2011~~may be produced in the future. The Company ~~will~~operates ~~operate~~ the Properties. The Company has entered into an agreement with a strategic partner ~~which~~that will provide geological, engineering, and management services associated with this project and will earn 2430% of the Company’s 80100% working interest after payout of all costs, including acquisition and financing costs. In ~~The~~connection with its financing for the Properties, ~~consist~~the ofCompany anconveyed ~~existing~~to ~~waterflood~~its inlenders ~~the~~overriding Jroyalty ~~Sand,~~interests ~~and~~equal ato ~~conventional~~3% ~~oil~~of ~~field~~8/8ths in the DProperties ~~Sand. In~~and ~~addition,~~agreed ~~there~~to isconvey aoverriding ~~gas~~royalty ~~cap~~interests in ~~the~~certain Jadditional ~~Sand~~oil ~~that~~and ~~can~~gas beproperties ~~produced~~acquired inby the ~~future~~Company during the term of the agreement with its lenders.

On July 27, 2011, in order to finance the acquisition of the Properties, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Carlyle Energy Mezzanine Opportunities Fund, L.P., Carlyle Energy Mezzanine Opportunities Fund-A, L.P., CEMOF Coinvestment, L.P., and Carlyle CIM Agent, L.L.C., as administrative agent and collateral agent (“Carlyle”). Pursuant to the Note Purchase Agreement, the Company closed on the issuance and sale of Tranche A promissory notes (the “Tranche A Notes”) in the aggregate principal amount of $18.0 million. The Tranche A Notes mature and are due and payable on July 27, 2016. They bear interest at a stated rate of 13% per annum, of which 10% must be paid in cash, and, at the election of the Company, 3% may be paid in cash or paid in kind. A portion of the proceeds received from the sale of the Tranche A Notes was used for the acquisition of the Properties with the balance to be used according to a mutually approved plan of development for the Properties.

Subject to certain conditions, the Company can voluntarily prepay the Tranche A Notes. If the Company prepays the Tranche A Notes before July 27, 2014, subject to certain exceptions, the Company must pay a “make-whole” amount.

Concurrently with the issuance of the Tranche A Notes, the Company issued to the holders of the Tranche A Notes Tranche B promissory notes (“Tranche B Notes, and with the Tranche A Notes the “Notes”) in the aggregate principal amount of $2.5 million with a stated interest rate of 13% per annum, all of which is paid in kind. The Company may prepay the Tranche B Notes only in whole, and upon prepayment, the Company must pay a “make-whole” amount.

As additional consideration for the issuance of the Notes, the Company conveyed to the holders of the Notes overriding royalty interests equal to 3% of 8/8ths in the Properties and agreed to convey overriding royalty interests in certain additional oil and gas properties acquired by the Company during the term of the Note Purchase Agreement.

The Notes are collateralized by substantially all of the assets of the Company and its subsidiaries. The Notes are subject to customary events of default. Upon the occurrence of an event of default, as described in the Note Purchase Agreement, the payment of the principal amounts under the Notes may be accelerated and the interest rate applicable to the principal amounts will be increased to a stated interest rate of 16% per annum during the period the default exists. West Coast Opportunity Fund, LLC (“WCOF”), a majority stockholder in the Company and the holder of an outstanding senior secured debenture issued by the Company, agreed to subordinate the payment obligations under the debenture and related security interests to the payment obligations arising under the Notes and the security interests securing payment of the Notes, pursuant to the terms and conditions of an intercreditor and subordination agreement. As further security for the payment of the Notes, WCOF pledged to Carlyle all of the shares of stock in the Company held by it.

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On ~~July~~December 278, 2011, the Company closed on the acquisition of the remaining 20% working interest in the Properties. The information in Item 1.01 is incorporated herein by reference.

2ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

~~ITEM 2.03. CREATION OF A DIRECT~~ (a) FINANCIAL ~~OBLIGATION~~STATEMENTS ~~OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT~~ OF ABUSINESS ~~REGISTRANT~~ACQUIRED.

OnIn ~~July 27,~~accordance ~~2011,~~with ~~pursuant~~Item to9.01(a)(4), the ~~issuance~~Company ofintends ~~the~~to ~~Notes~~file infinancial ~~accordance~~statements ~~with~~required ~~the~~by ~~Note~~Item ~~Purchase~~9.01(a) of ~~Agreement,~~Form 8-K ~~the~~by ~~Company~~amendment ~~became~~not ~~obligated~~later onthan a71 ~~material~~calendar ~~direct~~days ~~financial~~after ~~obligation~~the ~~consisting~~date of ~~long-term~~this ~~debt.~~current ~~The~~report ~~information~~on ~~in Item 1~~Form 8-K.~~01 is incorporated herein by reference.~~

~~Item~~(b) PRO ~~7.01~~FORMA ~~REGULATION~~FINANCIAL ~~FD DISCLOSURE.~~INFORMATION

OnIn ~~August 1,~~accordance ~~2011~~with Item 9.01(a)(4), the Company ~~issued~~intends ato ~~press~~file ~~release~~financial ~~regarding~~statements ~~the~~required ~~closing~~by ofItem ~~the Adena Field acquisition~~9. ~~A copy~~ 01(b) of ~~the~~Form 8-K ~~press~~by ~~release~~amendment isnot ~~attached~~later ~~hereto~~than as71 ~~Exhibit 99.1~~calendar ~~and~~days isafter ~~incorporated~~the bydate ~~reference~~of ~~into~~ this ~~Item~~current 7report on Form 8-K.~~01.~~

~~Pursuant to General Instruction B.2. to Form 8~~Forward-K,Looking the information set forth in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.Statements

~~ITEM~~This 9Current Report on Form 8-K, including its exhibits, contains forward-looking statements.01 Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “intend,” “estimate” and similar words, although some forward-looking statements are expressed differently. ~~FINANCIAL~~Forward-looking ~~STATEMENTS~~statements ~~AND~~represent ~~EXHIBITS~~our management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

~~(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.~~2

In accordance with Item 9.01(a)(4), the Company intends to file financial statements required by Item 9.01(a) of Form 8-K by amendment not later than 71 calendar days after the date of this current report on Form 8-K.SIGNATURES

~~(b) PRO~~Pursuant ~~FORMA~~to ~~FINANCIAL~~the ~~INFORMATION~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

In accordance with Item 9.01(a)(4), the Company intends to file financial statements required by Item 9.01(b) of Form 8-K by amendment not later than 71 calendar days after the date of this current report on Form 8-K.

	BLACK RAVEN ENERGY, INC.
Date: December 14, 2011

	By:	/s/ William F. Hayworth
		William F. Hayworth, President

~~(d) EXHIBITS~~3

Exhibit Number		Description of Exhibit
99.1		Press Release dated August 1, 2011.

Forward-Looking Statements

This Current Report on Form 8-K, including its exhibits, contains forward-looking statements. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “intend,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and you should be aware that the Company’s actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including the statements under “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

SIGNATURES

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

	BLACK RAVEN ENERGY, INC.
Date: August 1, 2011
	By:	/s/ William F. Hayworth
	William F. Hayworth
	President

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