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 31, 2012

                         ROCKDALE RESOURCES CORPORATION
                         ------------------------------
                 (Name of Small Business Issuer in its charter)

       Colorado                     000-52692             86-1061005
---------------------------   --------------------    ------------------
 (State of incorporation)     (Commission File No.)   (IRS Employer
                                                       Identification No.)

                        11044 Research Blvd., Suite A-200
                                Austin, TX 78759
        ----------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (720) 553-5308

                                       N/A
                   ----------------------------------------
          (Former name or former address if changed since last report)

Check 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)

[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)

[] 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))

                                       1
<PAGE>

Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On  December  31,  2012,  Mr.  Rick  Wilber  resigned  as a director of the
Company.  Mr.  Wilber's  resignation  was not due to any  disagreement  with the
Company  on  any  matter  relating  to the  Company's  operations,  policies  or
practices.

                                       2
<PAGE>

                                   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.


Date: December 31, 2012                  ROCKDALE RESOURCES CORPORATION


                                    By:  /s/ Michael Smith
                                         ---------------------------------------
                                         Michael Smith, Chief Executive Officer
[{"type": "8-K", "sequence": "1", "filename": "form8kitem502jan-13.txt", "description": "8-K ITEM 5.02", "secsgml_size_bytes": 3007}]
{"company-data": {"conformed-name": "Rockdale Resources Corp", "cik": "0001368637", "assigned-sic": "5020", "irs-number": "861061005", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-52690", "film-number": "13501165"}, "business-address": {"street1": "11044 RESEARCH BLVD.", "street2": "SUITE A-200", "city": "AUSTIN", "state": "TX", "zip": "78759", "phone": "(512) 795-2300"}, "mail-address": {"street1": "11044 RESEARCH BLVD.", "street2": "SUITE A-200", "city": "AUSTIN", "state": "TX", "zip": "78759"}, "former-company": {"former-conformed-name": "Art Design, Inc.", "date-changed": "20060711"}}
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 31, 2012

                         ROCKDALE RESOURCES CORPORATION
                         ------------------------------
                 (Name of Small Business Issuer in its charter)

       Colorado                     000-52692             86-1061005
---------------------------   --------------------    ------------------
 (State of incorporation)     (Commission File No.)   (IRS Employer
                                                       Identification No.)

                        11044 Research Blvd., Suite A-200
                                Austin, TX 78759
        ----------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (720) 553-5308

                                       N/A
                   ----------------------------------------
          (Former name or former address if changed since last report)

Check 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)

[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)

[] 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-14(c) under the
   Exchange Act (17 CFR 240.13e-4(c))

                                       1
Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On  December  31,  2012,  Mr.  Rick  Wilber  resigned  as a director of the
Company.  Mr.  Wilber's  resignation  was not due to any  disagreement  with the
Company  on  any  matter  relating  to the  Company's  operations,  policies  or
practices.

                                       2
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.

Date: December 31, 2012                  ROCKDALE RESOURCES CORPORATION

                                    By:  /s/ Michael Smith
                                         ---------------------------------------
                                         Michael Smith, Chief Executive Officer