Current Report Filing (8-k)
June 12 2018 - 6:03AM
Edgar (US Regulatory)
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):
May 18, 2018
Cardinal
Energy Group, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53923
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26-0703223
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(State or other jurisdiction
of incorporation)
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(Commission
FileNumber)
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(I.R.S. Employer
Identification No.)
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500
Chestnut Street, Suite 1615
Abilene,
TX
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79602
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(325)-762-2112
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [
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SECTION
1 – Registrant’s Business and Operations
Item
1.02 Termination of a Material Definitive Agreement
As
previously reported, on April 18, 2017, we entered into an Amended Purchase and Sale Agreement (the “Eagle Agreement”)
with EOI Eagle Operating, Inc. (“Eagle”) pursuant to which we planned to acquire certain of Eagle’s assets.
We issued 2,000,000 shares of Series B Preferred Stock and a note for $250,000 to acquire the assets, which include two service
rigs, leasehold interests in several oil and gas leases in central Texas, miscellaneous oil field equipment and an operating yard
and facility located in Graham, Texas.
We
have been unable to pay the $250,000 owed to Eagle under the Eagle Agreement. On May 18, 2018, we entered into an agreement (the
“Eagle Termination Agreement”) with Eagle to terminate the Eagle Agreement. Pursuant to the Eagle Termination Agreement,
the parties terminated the Eagle Agreement and the accompanying note for $250,000 that we issued in favor of Eagle, along with
Mr. Paul Carlisle’s employment and any amounts due to him. In exchange, we permitted Eagle to retain ownership of the 2,000,000
shares of Series B Preferred Stock and further agreed to issue to Eagle an additional 250,000 shares of our Series D Preferred
Stock.
On
July 24, 2017, we entered into Purchase and Sale Agreement (the “Rig Agreement”) with Rig Services, LLC (“Rig
Services”) pursuant to which we planned to acquire certain of Rig Service’s oil and gas rights. We issued 2,000,000
shares of Series B preferred stock and a note for $250,000 to acquire the rights, which include oil and gas rights, interests
and assets in Archer County, Texas.
We
have been unable to pay the $250,000 owed to Rig Services under the Rig Agreement. On May 18, 2018, we entered into an agreement
(the “Rig Termination Agreement”) with Rig Services to terminate the Rig Agreement. Pursuant to the Rig Termination
Agreement, the parties terminated the Rig Agreement and the accompanying note for $250,000 that we issued in favor of Eagle, along
with Mr. Michael Hill’s employment and any amounts due to him. In exchange, we permitted Rig Services to retain ownership
of the 2,000,000 shares of Series B Preferred Stock and further agreed to issue to Rig Services an additional 250,000 shares of
our Series D Preferred Stock.
The
foregoing description of the Eagle Termination Agreement and the Rig Termination Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the agreements, which are filed with the Securities and Exchange
Commission as Exhibits 10.1 to 10.2 to this Current Report on Form 8-K.
SECTION
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
May 18, 2018, Mr. Paul Carlisle resigned as members of our Board of Directors. There was no known disagreement with Mr. Paul Carlisle
or Mr. Michael Hill on any matter relating to our operations, policies or practices.
Also
on May 18, 2018, our Board of Directors appointed Mr. Dan Hardwick as a member of our Board of Directors.
Mr.
Hardwick joined us as Executive Vice President in October 2017. Mr. Hardwick received a Bachelor of Science in Government and
minor in Economics from Liberty University in 1990 with honors. Mr. Hardwick’s experience includes ownership in small business
where he managed all phases of a business startup and execution. He has management experience in Human Resources, Budgeting, Contracting
and Purchasing. He founded NCO Good Neighbor, an insurance and energy sales company in 2011 which still is in operation.
Mr.
Hardwick does not hold and has not held over the past five years any other directorships in any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any
company registered as an investment company under the Investment Company Act of 1940.
There
are no family relationships between Mr. Hardwick and any of our directors or executive officers.
Aside
from the following, Mr. Hardwick has not had any material direct or indirect interest in any of the Company’s transactions
or proposed transactions over the last two years.
On
October 16, 2017, we signed an employment agreement with Mr. Hardwick to serve as our Executive Vice President. He still occupies
this position with our company. The agreement is month to month and pays $2,000 per month.
The
foregoing description of the employment agreement does not purport to be complete and is qualified in its entirety by reference
to the complete text of the agreement, which is filed with the Securities and Exchange Commission as Exhibit 10.3 to this Current
Report on Form 8-K.
SECTION
9 –
Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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.
Cardinal
Energy Group, Inc.
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/s/
Stanley Ford
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Stanley
Ford
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Chief
Executive Officer Date:
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June
11, 2018
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