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FOOTHILLS EXPLORATION, INC. Form 8-K: Current report

FOOTHILLS EXPLORATION, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2020-05-28: Form 8-K; Period of report 2020-05-28; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
  • 2020-05-11: Form 8-K; Period of report 2020-05-05; Description 8.01 Other Events; Details 8.01.
  • 2020-03-31: Form 8-K; Period of report 2020-03-23; Description 8.01 Other Events; Details 8.01.
  • 2020-01-21: Form 8-K; Period of report 2020-01-15; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2020-05-288-K2020-05-283.02 Unregistered Sales of Equity Securities3.02 On May 28, 2020, Foothills Exploration, Inc. (the “Company”) filed a Certificate of Designation designating the rights and restrictions of its Series A Preferred Stock with the Delaware Secretary of State.form8-k.htm
2020-05-118-K2020-05-058.01 Other Events8.01 On June 4, 2019, the Company closed on a convertible loan transaction with JSJ Investments, Inc. (“JSJ”) in the principal amount of $57,000 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $57,000.form8-k.htm
2020-03-318-K2020-03-238.01 Other Events8.01 The Company is providing the following update on its business operations.form8-k.htm
2020-01-218-K2020-01-158.01 Other Events8.01 Foothills Exploration, Inc. (“Foothills” or the “Company”) is hereby presenting information regarding its oil and natural gas prospective resources issued by an independent third-party engineering firm on January 6, 2020, for the Company’s interest in 16,387 acres located in the Wind River Basin, Wyoming, known as the Beaver Creek East Project, which indicates Prospective Resources of approximately 21 million barrels of undiscovered oil, with a PV-10 value of $372 million (after risk).form8-k.htm
2019-12-058-K2019-11-298.01 Other Events8.01 On March 6, 2019, Foothills Exploration, Inc. (the “Company”), closed on a loan transaction by which the Company issued FirstFire Global Opportunities Fund, LLC (“Lender”) a senior secured convertible promissory note (“Note”) in the principal amount of $705,882, and received proceeds of $600,000 before giving effect to certain transactional costs and legal fees.form8-k.htm
2019-10-158-K2019-10-091.02 Termination of a Material Definitive Agreement1.02 On May 23, 2019, Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered into a letter agreement for the purchase and sale of oil and gas assets with an unrelated third-party seller. concerning the acquisition of 87 oil and gas wells and associated acreage located in Sweet Grass, Stillwater, Musselshell and Rosebud Counties, Montana.form8-k.htm
2019-09-268-K2019-09-191.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On September 19, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible redeemable loan transaction with an unaffiliated lending entity (“Holder”) in the principal amount of $115,000 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $115,000.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2019-09-178-K2019-09-138.01 Other Events8.01 Foothills Exploration, Inc. (“Foothills” or the “Company”) is hereby presenting information regarding its oil and natural gas reserves as of August 1, 2019, for recently acquired natural gas properties located in the Green River Basin, Wyoming.form8-k.htm
2019-08-158-K2019-08-157.01 Regulation FD Disclosure7.01 On August 15, 2019, Foothills Exploration, LLC (the “Company”), a wholly owned indirect subsidiary of Foothills Exploration, Inc. (“FTXP”), presented to the State of Montana Board of Oil and Gas Conservation at a public hearing in Billings, Montana the change of operator request (“Presentation Materials”) for certain oil and gas assets being acquired by the Company.form8-k.htm
2019-07-268-K2019-07-221.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On July 22, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible loan transaction with Power Up Lending Group Ltd. (“Holder”) in the principal amount of $78,000 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $78,000.
8.01 Active Management of Convertible Debt.
form8-k.htm
2019-07-178-K2019-07-111.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On July 11, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible redeemable loan transaction with an unaffiliated lending entity (“Holder”) in the principal amount of $236,250 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $236,250.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2019-07-028-K2019-06-261.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On June 26, 2019, Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered into a letter agreement (the “Agreement”) with an unrelated third party seller (the “Seller”), with respect to a proposed transaction (the “Transaction”) to acquire a total of 12 shut-in wells and approximately 5,769 acres located in Montana (the “Assets”).
8.01 The Company recently formed a special purpose vehicle, Foothills Production II, LLC, and is currently marketing a Regulation D, 506(c) confidential private placement offering to accredited investors only (the “Offering”).
form8-k.htm
2019-06-268-K2019-06-191.01 Entry into a Material Definitive Agreement1.01 On June 19, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible loan transaction with an unaffiliated lending entity (“Holder”) in the principal amount of $113,000 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $113,000.form8-k.htm
2019-06-208-K2019-05-305.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 17, 2019, Foothills Exploration, Inc. (the “Company”) received from the Secretary of State of the State of Delaware confirmation of the effective filing of the Company’s Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”), increasing the number of shares of Common Stock the Company is authorized to issue from One Hundred Million (100,000,000) to Four Hundred Seventy-Five Million (475,000,000) (the “Increase in Authorized Shares”).form8-k.htm
2019-06-108-K2019-06-041.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On June 4-6, 2019, Foothills Exploration, Inc. (the “Company”) closed on a series of convertible redeemable loan transactions with four unaffiliated lending entities for a combined total principal amount of $249,825, before giving effect to certain transactional costs including legal fees, yielding combined total net proceeds of $230,750.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2019-05-308-K2019-05-231.01 Entry into a Material Definitive Agreement1.01 On May 23, 2019, Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered into a letter agreement for the purchase and sale of oil and gas assets (the “Agreement”) with an unrelated third party (the “Seller”), concerning the acquisition of a total of 87 wells and associated acreage located in Montana (the “Assets”).form8-k.htm
2019-05-208-K2019-05-151.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On May 15, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible redeemable loan transaction with an unaffiliated lending entity (“Holder”) in the principal amount of $131,250 (the “Note”), before giving effect to certain transactional costs including legal fees yielding a net of $125,000.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
8.01 The Company is currently in advanced discussions to acquire certain producing oil and gas assets located in Montana, consisting of a total of 87 oil and gas wells, certain related equipment and mineral leases.
form8-k.htm
2019-05-088-K2019-05-031.01 Entry into a Material Definitive Agreement1.01 On May 3, 2019, Foothills Exploration, Inc. (the “Company”), entered into an Amendment #1 to the Convertible Promissory Note Issued on November 1, 2018 (the “Amendment”) with Labrys Fund, L.P. (“Lender”) pursuant to which the maturity date of the convertible promissory note originally issued by the Company to Lender on November 1, 2018, in the original principal amount of $380,000.00 (the “Note”) has been extended to May 31, 2019.form8-k.htm
2019-04-048-K2019-03-281.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On March 19, 2019, Foothills Exploration, Inc. (the “Company”), entered into a securities purchase agreement (the “JSC SPA”) with Jefferson Street Capital, LLC, an unaffiliated investor (“Holder”), pursuant to which the Company issued and sold to the Holder a convertible promissory note (the “Note”) in the principal amount of $52,250 (the “Principal”).
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2019-03-298-K2019-03-281.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered into a letter agreement with an affiliate of American Shale Energy, LLC, to acquire approximately 16,387 net acres located in Wyoming’s Wind River Basin (the “Assets”), which was announced in the Company’s press release issued on March 25, 2019.
8.01 On March 25, 2019, the Company issued a press release entitled “Foothills Exploration, Inc. Announces MOU to Acquire ~16,387 Net Acres in Wyoming’s Wind River Basin.” A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
form8-k.htm
2019-03-148-K2019-03-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On March 8, 2019, Foothills Exploration, Inc. (the “Company”), closed on a loan transaction with an unaffiliated investor (“Lender”), pursuant to which, the Company issued a convertible promissory note (“Note”) dated March 6, 2019, in the principal amount of $380,000, with an original issue discount of 10% and received proceeds of $342,000, before giving effect to certain transactional costs including legal fees.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2019-03-128-K2019-03-061.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On December 11, 2018, Foothills Exploration, Inc. through its indirect wholly owned subsidiary, Foothills Exploration, LLC (the “Company”), entered into a purchase and sale letter agreement with a third-party seller to acquire 22 natural gas wells and approximately 18,214 gross acres (14,584 core), 78% held by production, located in the Greater Green River Basin in Wyoming (the “GRB Assets”).
3.02 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
8.01 On March 8, 2019, the Company issued a press release entitled “Foothills Exploration, Inc. Completes Acquisition of 22 Natural Gas Wells Situated on ~18,214 Gross Acres in Greater Green River Basin.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
form8-k.htm
2019-02-088-K2019-02-087.01 Regulation FD Disclosure7.01 Foothills Exploration, LLC (the “Company”), a wholly owned indirect subsidiary of Foothills Exploration, Inc. (“FTXP”), intends to meet with certain accredited investors during the month of February to review an opportunity being made available in connection with a proposed asset acquisition in the Green River Basin, Wyoming.form8-k.htm
2019-01-028-K2018-12-191.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On December 19, 2018, Foothills Exploration, Inc. (the “Company”), entered into a convertible loan transaction with an unaffiliated investor (“Holder”) in the principal amount of $58,300 (the “Note”), which funded and closed on December 21, 2018, before giving effect to certain transactional costs including legal fees yielding a net of $53,000.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2018-12-128-K2018-12-061.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On December 6, 2018, Foothills Exploration, Inc. (the “Company”), entered into a convertible loan transaction with an unaffiliated investor (“Holder”) in the principal amount of $136,500 (the “Note”).
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2018-11-138-K2018-11-011.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On November 1, 2018, Foothills Exploration, Inc. (the “Company”), entered into a loan transaction with an unaffiliated investor (“Holder”), which funded and closed on November 5, 2018.
3.02 Disclosures made in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02.
form8-k.htm
2018-08-288-K2018-08-287.01 Regulation FD Disclosure7.01 A copy of a slide presentation that Foothills Exploration, Inc. (the “Company”) used during presentations made before individuals and small groups in Newport Beach, California, at the ICFO Private Equity Conference on August 28, 2018, (the “Presentation Materials”), is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.form8-k.htm
2018-05-228-K2018-05-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On May 9, 2018, at a special meeting of the Board of Directors (the “Board”) of Foothills Exploration, Inc. (“FTXP” or the “Company”) the Board voted to grant all current executive officers and directors the right to convert part or all of their respective accrued unpaid salaries for 2017 and year-to-date through April 30, 2018, into shares of restricted FTXP common stock.
8.01 Effective May 9, 2018, the Board also awarded warrants to purchase 650,000 shares of FTXP common stock to an outside service provider at a strike price of $0.20 per share and with an exercise term of 48 months.
form8-k.htm
2018-04-118-K2018-04-107.01 Regulation FD Disclosure7.01 A copy of a slide presentation that Foothills Exploration, Inc. (“Foothills”) intends to use during presentations made before groups and in hosting one-on-one meetings with individuals present at the MicroCap Conference in New York City (the “Presentation Materials”), is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.form8-k.htm
2017-11-298-K2017-11-171.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On November 21, 2017, Foothills Exploration, Inc. (the “Company”), closed on a loan transaction with an unaffiliated investor.
3.02 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
8.01 On November 28, 2017, the Company issued a press release entitled “Foothills Exploration, Inc. Announces Closing of Bridge Loan Financing with FirstFire Global Opportunities Fund, LLC” announcing the sale and issuance of the Note.
form8-k.htm
2017-10-058-K2017-09-291.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 On September 29, 2017, Foothills Exploration, Inc. (the “Company”), issued to an unaffiliated investor a promissory note (“Note”) and three tranches of warrants for an aggregate consideration of $250,000.
3.02 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.
8.01 To satisfy most favored nation provisions in previously entered securities purchase agreements that are triggered by the transaction described in Item 101 above, Company will issue 136,015 shares of common stock and warrants to purchase 136,015 shares of common stock, in the aggregate, to certain investors who purchased units from the Company, at a $1.00 per unit, with each unit consisting of one share and one warrant.
form8-k.htm
2017-08-038-K/A2016-05-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On May 2, 2016, Foothills Petroleum Inc., a Nevada corporation (“Foothills” or “Foothills Petroleum”) acquired over 14.1 million shares of the Key Link’s common stock from five persons constituting approximately 96% of our issued and outstanding shares (the “FHPI Acquired Shares”).
2.01 We completed the acquisition of Foothills pursuant to the Share Exchange Agreement, as noted in Item 1.01 above, effective after close of business on May 27, 2016.
8.01 Please note that the information provided below relates to the enterprise of the Company after the Share Exchange, except that information relating to periods prior to the date of the Share Exchange relates to the business of Key Link Assets Corp., unless otherwise specifically indicated.
form8-ka.htm
2017-06-058-K2017-06-011.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Foothills Exploration, Inc. (the “Company”), entered into a Securities Purchase Agreement with Wilshire Energy Partners, LLC, pursuant to which the Company sold and agreed to issue 200,000 units, (“Units” or a “Unit” in the singular) each consisting of one share and one common stock purchase warrant, (“Warrant” and in the plural, “Warrants”) at a purchase price of $1.00 per Unit for an aggregate amount of $200,000.
3.02 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.The offer and sale of the securities were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.
5.02 On June 1, 2017, the Board of Directors of the Company appointed Kevin J. Sylla as Executive Chairman of the Company.
form8-k.htm
2017-05-178-K2017-05-111.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On May 11, 2017, Foothills Exploration, Inc. (the “Company”), announced that it had entered into a purchase and sale agreement, with an undisclosed seller, to acquire certain Utah and Colorado oil and gas assets that following acquisition will bolster the Company’s holdings to over 100,000 acres in the Rockies.
8.01 On May 11, 2017, the Company issued a press release announcing the purchase and sale transaction.
form8-k.htm
2017-04-078-K2017-04-037.01 Regulation FD Disclosure7.01 A copy of a slide presentation that Foothills Exploration, Inc. (the “Company”) used during presentations made before individuals and small groups in New York City at the Independent Petroleum Association of America (IPAA) Oil & Gas Investment Symposium (OGIS) on April 3, 2017, and at the MicroCap Conference on April 4, 2017, (the "Presentation Materials"), is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.s105821_8k.htm
2017-03-068-K2017-03-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On March 3, 2017 Foothills Exploration, Inc., (the “Company”) announced that it had appointed Christopher Jarvis, a current member of the board of directors of the Company, as Executive Vice President of Finance of the Company and Vice President of Risk Management of Foothills Petroleum, Inc. (“FPI”), a wholly owned subsidiary of the Company.
8.01 On March 3, 2017 the Company issued press release announcing the appointment of Christopher Jarvis as Executive Vice President of Finance of the Company and Vice President of Risk Management of FPI and appointment of Kevin J. Sylla as Director and Chief Executive Officer of FPI.
s105493_8k.htm
2017-02-228-K2017-02-218.01 Other Events8.01 On February 21, 2017, Foothills Exploration, Inc., (the “Company”) issued a press release announcing that after acquiring Tiger Energy Partners International on December 30, 2016, the Company reworked two wells in its Duck Creek project obtaining production from the Green River formation.s105418_8k.htm
2017-02-158-K2017-02-138.01 Other Events8.01 On January 30, 2017, Foothills Exploration, Inc., (the “Company”) announced that it was commencing drilling the Labokay Prospect well located in Calcasieu Parish, Louisiana targeting the Frio Nododaria Blanpiedi Sand.s105339_8k.htm
2017-01-118-K2017-01-051.01 Entry into a Material Definitive Agreement1.01 Effective January 5, 2017, Foothills Exploration, Inc., (the “Company”), borrowed $1,000,000 from Full Wealth Investment Hong Kong Limited, a limited liability company organized under the laws of Hong Kong and effective January 6, 2017 the Company borrowed $1,250,000 from Berwin Trading Limited, a British Virgin Islands limited liability company.s105109_8k.htm
2017-01-068-K2016-12-301.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On December 30, 2016 Foothills Exploration, Inc., through its indirect wholly owned subsidiary, Foothills Exploration Operating, Inc. (the “Company”) entered into a purchase and sale agreement with Total Belief Limited (“TBL”), a British Virgin Islands limited liability company with its principal office at Room 1402, 14/F, New World Tower I, 16-18 Queen’s Road Central, Hong Kong and a direct wholly-owned subsidiary of New Times Energy Corporation Limited (“NTE”), a Bermuda limited liability company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited.
8.01 On January 5, 2017, the Company issued a press release entitled “Foothills Exploration, Inc. Announces Acquisition of Uinta Basin Properties with Proved and Proved Undeveloped Reserves”.
s105093_8k.htm
2016-12-168-K2016-12-121.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On December 12, 2016, Foothills Exploration, Inc., (the “Company” or “FTXP”), entered into a participation agreement with Magna Operating, LLC, a privately held Houston-based independent exploration and production company (“Magna Operating”), in relation to the Labokay prospect, covering approximately 240 acres in Calcasieu Parish, Louisiana.
8.01 On December 15, 2016, the Company issued a press release announcing the execution of participation agreement.
s104981_8k.htm
2016-11-148-K2016-11-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On November 10, 2016 Foothills Exploration, Inc., (“FTXP”), announced that it had entered into a farmout agreement with Koch Exploration Company, LLC ("Koch"), a subsidiary of Koch Industries, Inc., in relation to Ironwood and Paw Paw Prospects located in Big Horn Basin of Wyoming.
8.01 On November 10, 2016, FTXP issued a press release announcing the farmout transaction.
s104673_8k.htm
2016-09-098-K2016-09-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective September 2, 2016, Shawn P. Clark resigned as Interim Chief Financial Officer and member of the Board of Directors of Foothills Exploration, Inc. In connection with Mr. Clark’s resignation, there were no disagreements with the Company, known to an executive officer of the Company, as defined in 17 CFR 240.3b-7, on any matter relating to the Company’s operations, policies or practices.s104082_8k.htm
2016-08-198-K2016-08-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On August 18, 2016 Foothills Exploration, Inc., (the “Company”) issued a press release announcing appointment of Ritchie Lanclos as Executive Vice President of the Company and as Vice President of Exploration of its wholly owned subsidiary, Foothills Petroleum, Inc. (“FPI”), and appointment of Eleazar Ovalle as Executive Vice President of the Company and Vice President of Geology & Geophysical of FPI.
8.01 On August 18, 2016 the Company issued a press release announcing the appointments of Ritchie Lanclos as Executive Vice President of the Company and Vice President of Exploration of FPI and Eleazar Ovalle as Executive Vice President of the Company and Vice President of Geology & Geophysical of FPI.
s103968_8k.htm
2016-08-098-K2016-08-045.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On June 27, 2016 we filed a Certificate of Amendment with the Secretary of State of Delaware whereby we changed our name from Key Link Assets Corp. to Foothills Exploration, Inc. A copy of the Certificate of Amendment is attached to this report on Form 8-K as Exhibit 3.1 and incorporated herein by this reference.s103843_8k.htm
2016-07-268-K/A2016-07-184.01 Changes in Registrant's Certifying Accountant4.01 On July 18, 2016, (the “Dismissal Date”) Key Link Assets Corp., (the “Company”) Board of Directors dismissed LBB & Associates Ltd, LLP (“LBB”) as its independent registered public accounting firm.s103751_8k.htm
2016-07-228-K2016-07-184.01 Changes in Registrant's Certifying Accountant4.01 On July 18, 2016, (the “Dismissal Date”) Key Link Assets Corp., (the “Company”) the Board of Directors dismissed LBB & Associates Ltd, LLP (“LBB”) as its independent registered public accounting firm.s103737_8k.htm
2016-07-078-K2016-07-071.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On June 30, 2016, Key Link Assets Corp (the “Company”), entered into a Securities Purchase Agreement with Berwin Trading Limited, a British Virgin Islands company (“Berwin”), pursuant to which the Company sold and agreed to issue 3,007,519 shares of its common stock, $0.0001 par value, at a purchase price of $0.665 per share for an aggregate amount of $2 million.
3.02 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. .
s103660_8k.htm
2016-06-248-K/A2016-05-275.06 Change in Shell Company Status; 8.01 Other Events5.06 As a result of the share exchange between Key Link Assets Corp. and Foothills Petroleum, Inc., described in Item 1.01 “Entry into a Material Definitive Agreement” of our current report on Form 8-K filed on June 10, 2016 and incorporated herein by reference, the Company is actively engaged in oil and gas operations, as more fully described in that Form 8-K and believes that it has ceased to be a “shell company,” as that term is defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under the Securities Exchange Act of 1934.
8.01 Effective June 23, 2016, the Company’s new address is 633 17th Street, Suite 1700-A, Denver, CO 80202.
s103564_8ka.htm
2016-06-108-K2016-05-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On May 2, 2016 Foothills Petroleum Inc. a Nevada corporation ("Foothills" or “Foothills Petroleum”) acquired over 14.1 million shares of the Key Link’s common stock from five persons constituting approximately 96% of our issued and outstanding shares (the "FHPI Acquired Shares").
2.01 We completed the acquisition of Foothills pursuant to the Share Exchange Agreement, as noted in Item 1.01 above, effective after close of business on May 27, 2016.
8.01 Please note that the information provided below relates to the enterprise of the Company after the Share Exchange, except that information relating to periods prior to the date of the Share Exchange relates to the business of Key Link Assets Corp., unless otherwise specifically indicated.
s103410_8k.htm
2016-05-198-K2016-05-168.01 Other Events8.01 On March 22, 2016, Key Link Assets Corp. (the “Company”) filed a Form 8-K to report the (i) approval by its Board of Directors of a forward stock split of the Company’s common stock, $0.0001 par value (the “Common Stock”) in which each one (1) share of the Company issued and outstanding Common Stock would be converted into four (4) validly issued, fully paid and non-assessable shares of Common Stock (“Stock Split”) and (ii) approval by the holders of a majority of the issued and outstanding Common Stock of the Company of the Stock Split and the filing of a Certificate of Amendment to the Company’s Certificate of Incorporation to reflect the Stock Split.s103303_form8k.htm
2016-05-118-K2016-05-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.kla_8k.htm
2016-05-068-K2016-05-025.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On May 2, 2016, five principal shareholders of Key Link Assets Corp. (the “Company”) including Shawn Clark, President, Chief Executive Officer and sole director of the Company, Christopher J. Dunkel, Glenn Petersen, Dena M. Womack, Tysen J. Kamin sold, in a private transaction, an aggregate of 14,112,250 shares of common stock of the Company constituting approximately 96% of the Company’s outstanding shares, to Foothills Petroleum, Inc., a Nevada corporation (“Foothills Petroleum”), pursuant to a stock purchase agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
5.02 In connection with the transaction with Foothills Petroleum described in Item 5.01 above, on May 2, 2016, Shawn Clark, resigned from his positions as President, Chief Executive Officer and Secretary of the Company.
s103189_8k.htm
2016-03-228-K2016-03-165.07 Submission of Matters to a Vote of Security Holders5.07 Submission of Matters to a Vote of Security Holders.kla_8k.htm
2015-11-028-K2015-10-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective October 27, 2015, Tysen Kamin resigned as Vice President, Chief Operating Officer, Director and any and all other positions of the Company.kla_8k.htm