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): ~~January~~March 1523, 2020

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., 23^rd Floor

Los Angeles, CA 90024

(Address of principal executive offices) (Zip Code)

(~~424~~800) ~~901~~ 204-~~6655~~5510

(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 8.01. Other Events

~~Foothills Exploration, Inc. (“Foothills” or the “Company”) is hereby presenting information regarding its oil and natural gas prospective resources issued by an independent third~~COVID-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).19

~~Oil~~The Company is providing the following update on its business operations. As result of the global outbreak of the COVID-19 virus, on March 23, 2020 the Company evaluated its ongoing effort to prepare and ~~Natural~~file ~~Gas~~its ~~Resources~~annual ~~Information~~report on Form 10-K for the fiscal year ended December 31, 2019.

~~Foothills’~~Certain ~~oil~~Company officers and ~~gas~~management ~~prospective~~as ~~resources~~well ~~were~~as ~~independently~~professional ~~prepared~~staff byand ~~Chapman~~consultants ~~Petroleum~~are ~~Engineering~~unable ~~Ltd~~to conduct work required to prepare our financial report for the year ended December 31, 2019. ~~out~~On March 19, 2020 the State of ~~Calgary~~California ~~Canada~~Governor, ~~(“Chapman”).~~Gavin Newsom and Los ~~Chapman’s~~Angeles ~~analysis~~Mayor ~~included~~Garcetti aissued ~~review~~an ofemergency shelter-in-place order for the ~~available~~State ~~technical~~of ~~data~~California ~~including~~and city of Los Angeles, where our principal offices are located ordering the ~~geological~~closure ~~and~~of ~~geophysical~~all ~~interpretation~~non-essential businesses. In addition, we are concerned with issues ~~presented~~raised concerning shelter-in-place orders issued by ~~the~~governors ~~Company~~in states where our officers, ~~proposed~~directors, ~~contractual~~management, ~~terms~~professional staff, ~~information~~auditors ~~from~~and ~~relevant~~consultants ~~nearby~~are ~~wells~~located, orincluding ~~analogous~~New ~~reservoirs~~York, New Mexico, Nevada and ~~the~~Maryland, ~~proposed~~where COVID-19 infections have ~~program~~been ~~for~~identified. ~~each~~Each ~~prospect~~of these states has declared a state of emergency and safety concerns are paramount.

~~Chapman~~As ~~reviewed~~a ~~this~~result, ~~material~~the ~~with~~Company ~~respect~~expects to ~~the~~be ~~estimated~~unable ~~resources~~to compile and ~~productivity~~review ~~that~~certain ~~would~~information berequired ~~expected~~in iforder ato ~~successful~~permit ~~program,~~ the ~~anticipated~~Company ~~capital~~to file ~~costs~~a ~~(including~~timely ~~drilling, completion~~ and ~~equipment),~~accurate ~~the~~annual ~~average~~report ~~operating~~on ~~costs~~Form in10-K ~~the~~for ~~area~~its ~~and~~year ~~expected product~~ended ~~prices.~~December ~~They~~31, ~~also~~2019 ~~considered~~by the ~~availability~~prescribed ofdate ~~market~~without ~~access,~~unreasonable effort ~~and~~or ~~production~~expense ~~and~~due ~~transportation~~to ~~infrastructure~~circumstances ~~within economic~~related ~~reach~~to ~~of the area~~COVID-19.

~~The~~On ~~economic~~March ~~analysis~~4, ~~was~~2020 ~~performed~~the ~~for~~Securities and Exchange Commission (the ~~Company’s~~"SEC") ~~interest~~issued ~~position~~an Order under Section 36 (Release No. ~~Based~~34-88318) of onthe ~~its~~Securities ~~analysis,~~Exchange ~~after~~Act ~~consideration~~of 1934 ("Exchange Act") granting exemptions from specified provisions of ~~risk,~~the Exchange ~~Chapman~~Act ~~has~~and ~~concluded~~certain rules thereunder (the "Order"). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the ~~potential~~reporting requirements of ~~these~~Exchange ~~prospects~~Act Section 13(a) or 15(d), and any person required to make any flings with respect to such a registrant, is ofexempt ~~sufficient~~from ~~merit~~any requirement to ~~justify~~file or furnish materials with the ~~work~~Commission ~~program~~under ~~being~~Exchange Act ~~proposed~~Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions bymandating the ~~Company~~fling of Schedule 13D or amendments to Schedule 13D), 14A, 14C and ~~furthermore~~15D, ~~Chapman~~and ~~recommends~~Exchange Act Rules 13f-1, and ~~supports~~14f-1, as ~~the~~applicable, ~~Company’s~~where ~~participation~~certain conditions are satisfied.

The ~~purpose~~Company ofis ~~the~~relying ~~report~~on ~~was~~this toOrder ~~independently~~for ~~determine~~filing ~~the feasibility~~ of ~~the~~its ~~Company~~Form ~~undertaking~~10-K the ~~development~~later of ~~the~~March ~~prospective resources in the Beaver Creek East area~~31, ~~Wind~~2020 ~~River~~or ~~Basin,~~original ~~Wyoming,~~filing ~~and~~deadline ~~determine~~of the ~~range~~report and ofexpects ~~the~~to ~~magnitude~~file ofits ~~the~~annual ~~prospective resources~~report ~~and~~on ~~the~~Form ~~economic~~10-K ~~value~~approximately ~~before~~45 ~~and~~days after ~~the~~March ~~consideration~~31, ~~of risk~~2020.

~~Due~~The toCompany is supplementing the ~~risks~~risk ~~involved~~factors previously disclosed in ~~exploring~~the Company's Annual Report on Form 10-K for ~~oil~~the ~~and~~year ~~gas~~ended December ~~reserves~~31, ~~Chapman’s~~2019 ~~assessment~~and ofits ~~the~~subsequent ~~project~~Quarterly ~~cannot~~Reports beon ~~considered~~Form ~~a guarantee~~10-Q ~~that~~and ~~any~~Current ~~wells~~Reports ~~drilled~~on ~~will~~Form be8-K, ~~successful.~~with the following risk factor:

InWar, ~~summary~~terrorism, ~~Chapman’s~~other ~~analysis~~acts ~~indicates~~of ~~that~~violence ~~the~~or ~~Company’s~~natural ~~Prospective~~or ~~Resources~~manmade ~~and~~disasters ~~economics~~such ~~(before~~as ~~income~~a ~~tax)~~global ~~as of~~pandemic ~~August~~may ~~31,~~affect ~~2019,~~the ~~for~~markets ~~its~~in ~~leasehold~~which ~~position~~the Company ~~located~~operates, in the ~~Beaver~~Company's ~~Creek~~customers, ~~East~~the ~~Area~~Company's delivery of ~~Wyoming’s~~products ~~Wind~~and ~~River~~customer ~~Basin~~service, ~~are~~and ascould have a material ~~presented~~adverse inimpact ~~Table~~on 1our ~~below~~business, results of operations, or financial condition.

~~Table~~The 1Company's business may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the recent outbreak of the coronavirus commonly referred to as "COVID-19"). Several of the Company’s financiers and key stakeholders are located in Southeast Asia, including Hong Kong, which has been severely affected by COVID-19 since December 2019. As such, these events have had a negative impact on the Company’s ability to raise additional investment capital from current stakeholders. Furthermore, the recent crude oil price war initiated between Russia and OPEC, caused primarily by the drastic decline in demand growth for crude oil due to COVID-19, has further negatively impacted the Company’s oil and gas operations, which could materially adversely affect the Company’s financial results.

~~Summary~~Any ofsignificant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 by governmental agencies, may increase the difficulty and could make it extremely difficult to market its products. The extent to which COVID-19 impacts the Company's ~~Prospective~~business, ~~Resources~~sales and ~~Economics~~results of operations will depend on future developments, which are highly uncertain and cannot be predicted.

~~Before~~We ~~Income~~believe ~~Tax~~the novel coronavirus (COVID-19) has negatively affected our corporate operations necessary to prepare and maintain accurate accounting and reporting, and could continue to do so in the foreseeable future. COVID-19 has resulted in restrictions, postponements and cancellations and the impact, extent and duration of the government-imposed restrictions on travel and public gatherings as well as the overall effect of the COVID-19 virus is currently unknown.

~~September~~The 1ongoing circumstances resulting from the COVID-19 virus outbreak magnify the challenges faced from our continuing efforts to develop, build ~~2019~~and finance our business operations and could have an impact on our business and financial results.

~~(as~~Cautionary ofNote ~~August~~Regarding ~~31,~~Forward-Looking ~~2019)~~Statements

~~Foothills~~This ~~Exploration~~Current Report on Form 8-K contains statements as to the Company's beliefs and expectations of the outcome of future events that are forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, ~~LLC~~but are not limited to, statements regarding the anticipated impact of the COVID-19 outbreak on travel and physical locations, the anticipated impact of such outbreak on our results of operations, and likely significant decrease in future demand for hydrocarbons. These forward- looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak on our oil and gas development activities, where we anticipate a downward and prolonged pressure on energy prices and sales volume for the foreseeable future. The duration of the COVID-19 outbreak and severity of such outbreak, the pace of recovery following the COVID-19 outbreak, the effect on our operations, our ability to implement our business plan as currently constructed and the adverse effects of the COVID-19 outbreak on our business or the market price of our common stock and the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent filings with the U.S. Securities and Exchange Commission, including subsequent quarterly reports on Forms 10-Q and current reports on Form 8-K are uncertain. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

Beaver Creek East Area, Wind River Basin, Wyoming, USA

	NET TO APPRAISED INTEREST
	Resources									Cumulative Cash Flow (BIT) - M$
	Oil			Conventional Natural Gas			NGL
	MSTB			MMcf			Mbbls			Discounted at:
		Gross	Net		Gross	Net		Gross	Net		Undisc.	5%/yr	10%/yr	15%/yr		20%/yr
Description
BEFORE RISK
Arithmetic Average
Development Program (Madison)		24,179	21,157		0	0		0	0		1,149,612	662,831	412,305	271,002		185,721
Development Program (Tensleep)		30,381	26,583		0	0		0	0		1,603,601	838,816	495,441	317,188		214,834
Development Program (Frontier, Dakota, Muddy Zones)		0	0		78,375	68,578		413	248		192,198	124,271	83,073	57,056		40,049
Development Program (Phosphoria Zone)		0	0		28,487	24,926		150	90		27,925	13,182	4,669	(291	)	(3,172	)
Total Before Risk Arithmetic Average		54,560	47,740		106,862	93,504		562	357		2,973,337	1,639,100	995,487	644,954		437,431
AFTER RISK
Arithmetic Average After Risk
Development Program (Madison)		8,221	7,193		0	0		0	0		387,172	221,667	136,488	88,445		59,449
Development Program (Tensleep)		12,760	11,165		0	0		0	0		670,264	349,055	204,837	129,971		86,982
Development Program (Frontier, Dakota, Muddy Zones)		0	0		27,431	24,002		144	87		67,269	43,495	29,075	19,970		14,017
Development Program (Phosphoria Zone)		0	0		10,255	8,973		54	32		10,053	4,746	1,681	(105	)	(1,142	)
Total After Risk Arithmetic Average		20,981	18,358		37,686	32,976		198	119		1,134,759	618,962	372,081	238,280		159,306

M$ means thousands of dollars

MSTB means thousands of barrels

Mbbls means thousands of barrels

NGL means natural gas liquids

Gross resources are the total of the Company's working interest share before deduction of royalties owned by others

Net resources are the total of the Company's working and/or royalty interest share after deducting the amounts attributable to royalties owned by others

Columns may not add precisely due to accumulative rounding of values throughout the report

The diagram below depicts the resource classification system used in Chapman’s report. The Company’s resources in the Wind River Basin are classified as “Prospective Resources.” See blue shaded section of diagram below.

Prospective Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulation by application of future development projects. Prospective Resources have both an associated Chance of Discovery and a Chance of Development.

Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.

The Company will need to initially raise $12 million to begin the work program described in the Chapman report.

Greater Green River Basin – Point of Rocks Project

Production is still currently shut-in on the asset. On September 17, 2019, the Company issued a current report on Form 8-K disclosing a PV-10 valuation of the proved oil and gas reserves on these properties at $1.98 million. The Company must now post all of the required surety bonds in order to finalize the transfer of operations from the seller, which it anticipates doing before the end of February. Foothills closed on the acquisition and paid for these properties in March 2019. The Seller has entered into formal proceedings to have Foothills complete all the obligations for bonding in a timely manner. The parties entered into an agreement that provides certain stipulations for the posting of the bonds and oversight of the wells during this time. The Company is also in discussions to have the note, which is collateralized by these properties, refinanced and assigned. No assurances can be made that the Company will be able to meet the lender’s payment obligations or regulatory bonding requirements. Failure to meet the obligations of the secured lender could result in the sale or divestiture of this asset.

Debt Management

Company management has been in ongoing discussions regarding payment of its notes with all of its debtholders. Management is currently working with the parties to either extend or repay the obligations to their satisfaction. Nevertheless, in the absence of an agreement with these parties, management remains committed to considering all available pathways to refinance or repay the notes so it can execute its business model.

Disclaimer:

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.

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: ~~January~~March 1731, 2020

FOOTHILLS EXPLORATION, INC.

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

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