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): January 31, 2013

                         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: (512) 795-2300


          (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)

[] 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 January 31, 2013 Michael D. Smith  resigned as an officer and director of the
Company.

     On the same date,  and following  Mr.  Smith's  resignation,  the following
persons were appointed to the positions indicated:

      Name                         Position

      Marc Spezialy                Chief Executive Officer

      Patrick W. Merritt           Senior Vice President of Exploration and
                                   Production  and a Director

      John P. Barton               Senior Vice President of Business Development

     Mr.  Spezialy will continue as the Company's Chief Financial and Accounting
Officer. Mr. Barton will continue to serve as a director of the Company

     Patrick W. Merritt (age 59) has, for the past 23 years,  been the President
of Traton Operating  Company, a company involved in operating oil and gas wells.
For the past 16 years,  Mr.  Merritt  has also been  President  and  Engineering
Manager for Traton  Engineering  Associates,  a company  involved in oil and gas
engineering.  Mr.  Merritt  previously  served as District  Engineer  for Valero
Exploration  &  Production  Company,  supervisor  for Getty Oil Company and as a
Drilling and production foreman for Bangnall and Barber Consulting.  Mr. Merritt
is currently serving as President of EnRe, LP, and as Chief Executive Officer of
Hawkhill Operating Company.

     Mr.  Merritt  holds a Bachelor of Science  degree in Petroleum  Engineering
from Texas A&M University and is a registered Professional Engineer in Texas.

     Mr. Merritt will be paid $10,000 a month and will devote  approximately 75%
of his time to the  business  and  affairs  of the  Company.  Upon  joining  the
Company,  Mr. Merritt received 200,000 shares of the Company's common stock. Mr.
Merritt will receive an additional  300,000 shares of the Company's common stock
if the Company reaches a production  level of 300 barrels of oil per day, net to
the Company's interest, for three consecutive days.

                                       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: February 5, 2013                 ROCKDALE RESOURCES CORPORATION


                                       By:/s/ Marc Spezialy
                                          ----------------------------------
                                          Marc Spezialy, Chief Executive Officer
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{"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": "13576689"}, "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): January 31, 2013

                         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: (512) 795-2300

          (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)

[] 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 January 31, 2013 Michael D. Smith  resigned as an officer and director of the
Company.

     On the same date,  and following  Mr.  Smith's  resignation,  the following
persons were appointed to the positions indicated:

      Name                         Position

      Marc Spezialy                Chief Executive Officer

      Patrick W. Merritt           Senior Vice President of Exploration and
                                   Production  and a Director

      John P. Barton               Senior Vice President of Business Development

     Mr.  Spezialy will continue as the Company's Chief Financial and Accounting
Officer. Mr. Barton will continue to serve as a director of the Company

     Patrick W. Merritt (age 59) has, for the past 23 years,  been the President
of Traton Operating  Company, a company involved in operating oil and gas wells.
For the past 16 years,  Mr.  Merritt  has also been  President  and  Engineering
Manager for Traton  Engineering  Associates,  a company  involved in oil and gas
engineering.  Mr.  Merritt  previously  served as District  Engineer  for Valero
Exploration  &  Production  Company,  supervisor  for Getty Oil Company and as a
Drilling and production foreman for Bangnall and Barber Consulting.  Mr. Merritt
is currently serving as President of EnRe, LP, and as Chief Executive Officer of
Hawkhill Operating Company.

     Mr.  Merritt  holds a Bachelor of Science  degree in Petroleum  Engineering
from Texas A&M University and is a registered Professional Engineer in Texas.

     Mr. Merritt will be paid $10,000 a month and will devote  approximately 75%
of his time to the  business  and  affairs  of the  Company.  Upon  joining  the
Company,  Mr. Merritt received 200,000 shares of the Company's common stock. Mr.
Merritt will receive an additional  300,000 shares of the Company's common stock
if the Company reaches a production  level of 300 barrels of oil per day, net to
the Company's interest, for three consecutive days.

                                       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: February 5, 2013                 ROCKDALE RESOURCES CORPORATION

                                       By:/s/ Marc Spezialy
                                          ----------------------------------
                                          Marc Spezialy, Chief Executive Officer