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): ~~October~~November 929, 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 18.0201. ~~Termination~~Other ~~of a Material Definitive Agreement~~Events

On ~~May~~March 236, 2019, Foothills Exploration, Inc. (the “Company”), ~~through~~closed ~~its~~on ~~indirect~~a ~~wholly~~loan ~~owned~~transaction ~~subsidiary,~~by ~~Foothills~~which ~~Exploration~~the Company issued FirstFire Global Opportunities Fund, LLC (~~the~~ “~~Company~~Lender”)~~, entered~~ ~~into~~ a ~~letter~~senior ~~agreement~~secured ~~for~~convertible ~~the~~promissory ~~purchase~~note ~~and~~(“Note”) in ~~sale~~the principal amount of ~~oil~~$705,882, and ~~gas~~received ~~assets~~proceeds ~~with~~of an$600,000 ~~unrelated~~before ~~third-party~~giving ~~seller.~~effect ~~concerning the~~to ~~acquisition~~certain oftransactional 87costs ~~oil~~ and legal ~~gas~~fees. ~~wells~~This ~~and~~loan ~~associated~~is ~~acreage~~secured ~~located~~by inthe ~~Sweet~~Company’s ~~Grass,~~Green ~~Stillwater,~~River ~~Musselshell~~Basin ~~and~~Assets ~~Rosebud~~located ~~Counties, Montana~~in Wyoming. For additional ~~details~~description of ~~regarding~~ this ~~acquisition~~secured loan transaction, please ~~refer~~see to the Company’s current report on Form 8-K filed with the ~~SEC~~Commission on ~~May 30~~March 12, 2019.

OnSince ~~June~~closing ~~26,~~on ~~2019~~this transaction, the Company ~~entered~~made ~~into~~principal apayments ~~second~~to ~~letter~~Lender ~~agreement~~totaling ~~with~~$100,000. ~~another~~Lender ~~unrelated~~asserts ~~third-party~~that ~~seller,~~amounts owing ~~concerning~~to ~~the~~it ~~acquisition~~ as of 12September ~~shut-in wells~~1, ~~5,769~~2019 ~~acres,~~are ~~additional~~approximately ~~miscellaneous leases~~$705,882. ~~associated~~Following a ~~pipelines,~~notice ~~gathering~~of ~~systems~~default, ~~compression~~the ~~and~~parties ~~processing facilities,~~entered ~~and~~into ~~related~~a ~~yards~~forbearance ~~and~~agreement ~~equipment~~to ~~located~~extend inthe ~~Stillwater~~maturity ~~and~~date ~~Golden~~of ~~Valley~~the ~~counties,~~note ~~Montana.~~into ~~For~~January ~~additional details~~2020, ~~regarding~~which ~~this~~included ~~acquisition,~~payments ~~please~~of ~~refer~~$352,941.17 to ~~the~~be ~~Company’s~~paid ~~current~~on ~~report~~November on29, ~~Form~~2019, ~~8-K~~and ~~filed~~$427,941.18 ~~with~~to ~~the~~be ~~SEC~~paid on ~~July~~the 2,maturity ~~2019~~date as extended.

~~Closing~~The Company was unable timely to comply with the payment terms of the ~~purchase~~forbearance agreement. The Company and ~~sale~~Lender ~~for~~may ~~both~~or ~~acquisitions~~may ~~was~~not continue ~~originally~~discussions ~~scheduled~~concerning topossible ~~occur~~extensions onof orpayment ~~before~~terms ~~sixty~~and ~~(60)~~amounts, ~~days~~however ~~following~~no ~~the~~assurance ~~full~~can be given that ~~execution~~the ofCompany ~~each~~will ~~respective~~be able to reach agreement with Lender. In that event, ~~subject~~Lender tohas advised the ~~approval~~Company ofthat ~~transfer~~Lender ~~from~~intends ~~the~~to pursue ~~Montana~~its ~~Board~~available oflegal ~~Oil~~remedies, ~~and~~including ~~Gas~~by ~~Conservation~~not limited to litigation, to recover all amounts asserted to be owed (to Lender under the ~~“MBOGC”)~~applicable loan documents.

OnLitigation ~~August~~pursued ~~15,~~by ~~2019,~~Lender atagainst the ~~MBOGC~~Company ~~public~~can ~~hearing~~further ~~held~~erode ~~in Billings, Montana,~~ the ~~Company~~financial ~~presented~~condition ~~its~~and ~~proposed~~materially ~~plan~~and ~~for~~adversely ~~the~~affect ~~transfer~~operations of ~~wells~~the ~~from~~Company ~~both~~and ~~sellers~~could ~~described~~result ~~above.~~in Atcross-defaults ~~this~~with ~~hearing,~~other ~~the~~lenders. ~~MBOGC~~Management ~~requested~~is ~~additional~~actively ~~information~~working ~~from~~with ~~the~~all ~~Company~~of ~~for~~its ~~the~~debtholders ~~pending~~to ~~change~~seek resolution ofon ~~operator~~these ~~requests~~matters; however, ~~including~~no ~~additional~~assurances ~~bonding,~~can ~~and~~be ~~requested~~given that ~~said~~management ~~information~~will be ~~presented~~able ~~and~~to ~~discussed~~reach atagreement with any of its lenders. As a further result the ~~October~~foregoing ~~10,~~the ~~2019,~~Company ~~public~~may ~~hearing~~be compelled to seek protection under appropriate state or federal insolvency laws.

On October 9, 2019, the Company decided to no longer proceed with either of the above proposed acquisitions due to the additional financial requirements requested for the change of operator involving the shut-in wells of both properties, respectively, and for other material undisclosed reasons.

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: October 15, 2019
Date: December 5, 2019
FOOTHILLS EXPLORATION, INC.
By:	/s/ B. P. Allaire
	B. P. Allaire
	Chief Executive Officer

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