UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 1319, 2019

FOOTHILLS EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-55872

27-3439423

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10940 Wilshire Blvd., 23rd Floor

Los Angeles, CA 90024

(Address of principal executive offices) (Zip Code)

(424) 901-6655

(Registrant’s telephone number, including area code)

N/A

(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:

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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. [ ]

Item 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

On September 19, 2019, Foothills Exploration, Inc. (~~“Foothills” or~~ the “Company”), isclosed ~~hereby~~on ~~presenting~~a ~~information~~convertible ~~regarding~~redeemable ~~its~~loan ~~oil~~transaction ~~and~~with an unaffiliated lending entity (“Holder”) ~~natural~~in ~~gas~~the ~~reserves~~principal asamount of ~~August 1~~$115,000 ~~2019~~(the “Note”), ~~for~~before ~~recently~~giving ~~acquired~~effect ~~natural~~to ~~gas~~certain ~~properties~~transactional ~~located~~costs inincluding ~~the~~legal fees ~~Green~~yielding ~~River~~a ~~Basin,~~net ~~Wyoming~~of $115,000.

~~Reserves~~The Holder is entitled, at its option, at any ~~Information~~time after the 180th daily anniversary of the Note, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 55% of the lowest trading price of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty (20) prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price).

~~Foothills’~~Interest on any unpaid principal balance of ~~oil~~this ~~and~~Note ~~gas~~shall ~~reserves~~be ~~were~~paid ~~independently~~at ~~prepared~~the byrate ~~MHA~~of ~~Petroleum~~12% ~~Consultants,~~per ~~LLC,~~annum. aInterest ~~Sproule~~shall be paid by the Company in Common Stock (“~~MHA~~Interest Shares”). Holder may, at any time, after the 180th daily anniversary of the Note, send in a Notice of Conversion to the Company for Interest Shares based on the formula described above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

~~See~~The maturity date for this Note is September 19, 2020 (“~~Glossary~~Maturity Date”), ~~below~~and ~~for~~is ~~definitions~~the ofdate ~~industry~~upon ~~terms~~which the principal sum, as well as any accrued and ~~abbreviations~~unpaid interest, shall be due and payable. This Note may be prepaid or assigned with the following penalties/premiums: (i) during the initial 60 calendar day period after the issuance of the Note, by making a payment to the Holder of an amount in cash equal to 125% multiplied by the principal, plus accrued interest; (ii) during the 61st through 120th calendar day period after the issuance of the Note, by making a payment to the Holder of an amount in cash equal to 135% multiplied by principal, plus accrued interest; (iii) during the 121st through 180th calendar day period after the issuance of the Note, by making a payment to the Holder of an amount in cash equal to 145% multiplied by principal, plus accrued interest.

The ~~following~~ ~~table~~Company ~~sets~~may ~~forth~~not ~~Foothills’~~prepay ~~estimated~~any ~~reserves~~amount ~~and~~outstanding under ~~future~~this ~~net~~Note ~~income~~after ~~attributable~~the to180th calendar day after the ~~Company’s~~issuance ~~interests in~~of the ~~Point~~Note. Any amount of ~~Rocks~~principal or interest due pursuant to this Note, ~~South~~which ~~Black~~is ~~Rock~~not paid by the Maturity Date, ~~and~~shall ~~Deadman~~bear ~~Wash~~interest ~~gas~~at ~~fields~~the ~~located~~rate ~~Sweetwater~~of ~~County~~the ~~Wyoming.~~lesser ~~This~~of ~~report~~(i) ~~includes~~twenty-four 22percent (24%) ~~proved~~per ~~developed~~annum ~~producing~~or (~~“PDP”~~ii) ~~wells~~the ~~and~~maximum 3amount ~~recompletions~~permitted ~~(proved~~by ~~behind~~law ~~pipe,~~from the due date thereof until the same is paid (“~~PBP~~Default Interest”). If this Note is not paid by the Maturity Date, the outstanding principal due under this Note shall increase by 10%. Interest shall commence accruing on the date the Note is fully paid and shall be computed on the basis of a 360-day year and the actual number of days elapsed. Net proceeds obtained in this transaction will be used to retire two convertible notes with existing lenders and for general corporate and working capital purposes. No broker-dealer or placement agent was retained or involved in this transaction.

~~This reserve~~The ~~report~~transaction isdocuments ~~compliant~~contain ~~with~~additional terms ~~SEC~~and ~~regulations~~provisions, ~~has~~representations anand ~~effective~~warranties, ~~date~~including offurther ~~August~~provisions 1covering conversions of debt, ~~2019~~remedies on default, venue, ~~utilized~~and agoverning ~~constant~~law. ~~gas~~The ~~price~~summary of ~~$2.973/Mmbtu,~~the transactions described in this Form 8-K is qualified in its entirety by reference to the Securities Purchase Agreement, and ~~assumed~~the ~~constant~~12% ~~costs~~Convertible Redeemable Note, which are filed as Exhibits 10.1 and ~~expenses~~10.2, to this report.

~~Net reserves~~Item ~~and~~3.02 ~~income~~Unregistered ~~for~~Sales ~~the~~of ~~subject~~Equity ~~properties are summarized in Table 1 below~~Securities.

~~Table~~ Disclosures made in Item 1:.01 ~~Point~~of this Form 8-K are incorporated by reference into this Item 3.02. The offer and sale of ~~Rocks~~the securities were made in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act. The offering and sale were not conducted in connection with a public offering, ~~South~~and ~~Black~~no ~~Rock~~public solicitation or advertisement was made or relied upon by the Holder in connection with the offering. This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and ~~Deadman~~certificates ~~Wash~~evidencing ~~Gas~~such ~~Fields~~shares contain a legend stating the same.

~~Net Proved~~Item ~~Reserves~~9.01. &Financial ~~Associated~~Statements ~~Income~~and Exhibits.

~~as of~~(d) ~~August 1, 2019~~Exhibits

Reserve	Net Oil,		Net Gas,		Undiscounted		PV10 NCF,
Exhibit No.	Description
Category	MSTB		MMCF		NCF M$		M$
10.1	Securities Purchase Agreement
PDP		0		1,918.7	$	2,954.7	$	1,972.9
10.2	12% Convertible Redeemable Note
PBP		0		251.4	$	210.6	$	8.0
Total Proved		0		2,170.1	$	3,165.3	$	1,980.8

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant to the requirements ~~Exhibits~~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.

Exhibit No		Description
Date: September 25, 2019
99.1		Consent of MHA Petroleum Consultants, LLC
FOOTHILLS EXPLORATION, INC.
99.2		Excerpt of Foothills Exploration, Inc.’s Estimated Reserves and Associated Net Income for Certain Properties in Sweetwater County, Wyoming as of August 1, 2019
By:	/s/ B. P. Allaire
	B. P. Allaire
	Chief Executive Officer

Oil and Gas Disclaimer:

BOEs have been converted on the basis of 6 thousand cubic feet (“Mcf”) of natural gas to 1 bbl. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf: 1 barrel is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a BOE conversion ratio of 6 Mcf: 1 barrel would be misleading as an indication of value.

Investors are urged to consider closely the disclosures and risk factors in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in the other reports and filings with the SEC, available from the Company’s offices or website. These forms can also be obtained from the SEC via the internet at www.sec.gov.

Glossary of Oil and Gas Terms:

In this document, the abbreviations set forth below have the following meanings:

BOE	barrels of oil equivalent	BOPD	barrels of oil per day
Bbl	barrel	Bcf	billion cubic feet
BOEPD	barrels of oil equivalent per day	BTU	British Thermal Unit
BPD	barrels per day	GWR	Gas water ratio
Mcf	thousand cubic feet	Mmcf	million cubic feet
MSTB	thousand stock tank barrels	MMbbl	million barrels
Mcf/Stb	thousand cubic feet per stock tank barrels	MBOE	thousand barrels of oil equivalent
Mmbtu	millions British Thermal Units (BTU)	NGL	natural gas liquids
NCF	net cash flow	OGIP	original gas in place
PBP	proved behind pipe	PDP	proved developed producing
PoR	Point of Rocks	PUD	proved undeveloped
PV10	present value at 10% discount rate	SEC	Securities and Exchange Commission
% yr	percent (decline) per year

Gas volumes are converted to BOE at the rate of 6 Mcf of gas per bbl of oil, based upon the approximate relative energy content of gas and oil. The rate is not necessarily indicative of the relationship between oil and gas prices. BOEs may be misleading, particularly if used in isolation. A BOE conversion ratio of 6 Mcf:1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.

Below are explanations of some commonly used terms in the oil and gas business and in this report.

Field. An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition.

Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. The SEC provides a complete definition of possible reserves in Rule 4-10(a)(17) of Regulation S-X.

Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but that, together with proved reserves, are as likely as not to be recovered. The SEC provides a complete definition of probable reserves in Rule 4-10(a)(18) of Regulation S-X.

Proved developed reserves. In general, reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. The SEC provides a complete definition of developed oil and gas reserves in Rule 4-10(a)(6) of Regulation S-X.

Proved reserves. Those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined.

Proved undeveloped reserves. In general, reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. The SEC provides a complete definition of undeveloped oil and gas reserves in Rule 4-10(a)(31) of Regulation S-X.

Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Working interest. The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production and requires the owner to pay a share of the costs of drilling and production operations.

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: September 17, 2019

FOOTHILLS EXPLORATION, INC.

By: /s/ B. P. Allaire B. P. Allaire Chief Executive Officer

Filing Compare · FOOTHILLS EXPLORATION, INC.