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~~date of earliest event reported): ~~February~~March 1922, 2013

Mesa Energy Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-149338	2698-~~1324237~~0506246
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

5220 Spring Valley Road Suite ~~615~~525 Dallas, ~~Texas~~TX 75254

(Address of principal executive offices, including zip code)

(972) 490-9595

(Registrant’s telephone number, including area code)

Not applicable

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

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 (see General Instruction A.2. below):

~~¨ Written~~x 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)

¨ 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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~February 19~~March 22, 2013, Mesa Energy Holdings, Inc. (~~the~~ “~~Company~~Mesa”) ~~entered~~issued ~~into~~a ~~Amendment~~press ~~No.1~~release ~~(“Amendment~~relating ~~No. 1”)~~ to the ~~Asset~~dissemination ~~Purchase Agreement and Plan~~ of ~~Reorganization,~~its ~~with~~definitive ~~Armada~~proxy ~~Oil, Inc~~statement. ~~(“Armada”) and~~A ~~Mesa~~copy ~~Energy, Inc. (“MEI”), pursuant to which the Company, Armada and MEI amended the Asset Purchase Agreement and Plan~~ of ~~Reorganization, dated November 14, 2012 (~~the ~~“Asset Purchase Agreement”).~~ ~~The~~press ~~Asset~~release ~~Purchase~~is ~~Agreement~~filed ~~set~~with ~~forth~~this ~~the~~Current ~~terms~~Report ~~and~~on ~~conditions~~Form ~~under~~8-K ~~which the Armada proposed to acquire substantially all of the assets of the Company~~ as ~~further~~Exhibit ~~described therein~~99.1, ~~The~~and ~~purpose~~incorporated ofherein ~~the~~by ~~Amendment No~~reference. ~~1 was to:~~

·The ~~revise~~definitive proxy ~~the~~statement ~~agreed~~provides ~~post-closing~~information ~~board~~relating ofto ~~directors~~the proposed sale by Mesa to ~~comprise:~~Armada ~~Randy~~Oil, MInc. ~~Griffin~~of ~~(Chairman),~~100% ~~James~~of ~~Cerna,~~the ~~Eric~~issued ~~Wold,~~and outstanding ~~Ray~~shares ~~Unruh~~of Mesa Energy, ~~Kenneth~~Inc., ~~Hern~~a wholly owned subsidiary of Mesa, ~~Fred~~which ~~Zaziski~~shares ~~and~~constitute ~~Marceau~~substantially ~~Schlumberger;~~all of the assets of Mesa (the “Acquisition”).

·Additional ~~revise~~Information ~~agreed~~and ~~the~~Where ~~post-closing management~~ to Find ~~comprise: Randy M. Griffin, Chief Executive Officer; James Cerna, President; David Freeman, Chief Operating Officer; Rachel Dillard, Chief Financial Officer;~~It

·Mesa ~~extend~~and Armada have filed with the ~~date~~U. S. bySecurities ~~which~~and ~~Mesa~~Exchange ~~must~~Commission ~~obtain~~(the ~~shareholder~~“SEC”) ~~consent~~a ~~from~~joint ~~February~~Registration ~~18,~~Statement ~~2013~~on Form S-4/proxy statement covering securities to ~~April~~be 20issued in the Acquisition, which become effective March 15, 2013;. A definitive proxy statement relating to the solicitation of written consents to the proposed Acquisition is currently being disseminated to Mesa stockholders. Mesa stockholders are urged to read the definitive proxy statement and related documents because they contain important information relating to the proposed Acquisition. The definitive proxy statement and related documents have been filed with the SEC and they are available for free at the SEC’s website, www.sec.gov. Additional information on how to obtain these documents from Mesa is available to stockholders in the definitive proxy statement.

·Forward-Looking ~~extend the date by which Mesa and the Company must close the transaction from February 28, 2013 to April 30, 2013.~~Statements

~~The~~This ~~description~~Report ofand ~~Amendment~~its Noexhibit contain forward-looking statements, including with respect to a proposed business combination between Mesa and Armada. 1Those statements and statements made in this ~~Item~~ ~~1.01~~release isthat ~~qualified~~are not historical in ~~its~~nature, ~~entirety~~including those related to future synergies, competitive advantages and profitability, constitute forward-looking statements. Forward-looking statements can be identified by the ~~text~~use of ~~Amendment~~words Nosuch as “expects,” “projects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. 1These statements are based on current plans, ~~which~~estimates isand ~~attached~~projections, asand, ~~Exhibit~~therefore, 10you should not place undue reliance on them.1 These ~~hereto~~statements are subject to risks and ~~incorporated~~uncertainties that cannot be predicted or quantified, and Mesa’s or Armada’s actual results may differ materially from those expressed or implied by ~~reference~~such ~~herein~~forward-looking statements. AThese ~~copy~~statements ofare subject to the ~~Asset~~risks ~~Purchase~~and ~~Agreement~~uncertainties, isincluding: ~~included~~difficulties, asdelays ~~Exhibit~~or ~~10.1~~unexpected costs with respect to, or the ~~Current~~inability to consummate, the proposed business combination referred to in this Report onand ~~Form~~its 8exhibit. All forward-Klooking statements included in this Report ~~filed~~and byits exhibit are made as of the ~~Company~~date onof ~~November~~this 20Report, ~~2012~~and neither Mesa nor Armada assumes any obligation to update any such forward-looking statements.

No Offer or Solicitation to Sell

This Report and its exhibit shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following Exhibit is being filed with this Report on Form 8-K.

Exhibit Number	Description
99.1	Press Release dated March 22, 2013

In reviewing the agreements included as exhibits to this Report, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been expressly qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement and are not included in this Report;

· may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Report on Form 8-K and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit Number	Description
10.1	Amendment No. 1 dated as of February 19, 2013, to Asset Purchase Agreement and Plan of Reorganization, dated as of November 14, 2012, among Armada Oil, Inc., Mesa Energy Holdings, Inc., and Mesa Energy, Inc.

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 hereunto duly authorized.

	Mesa Energy Holdings, Inc.
Date: February 22, 2013	By:	/s/ Randy M. Griffin
Date: March 22, 2013	By:	/s/ Randy M. Griffin
		Name: Randy M. GriffinTitle: Chief Executive Officer
		Name:	Randy M. Griffin
		Title:	Chief Executive Officer

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