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): ~~March~~May 235, 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~~4607 Lakeview ~~Wilshire~~Canyon ~~Blvd.~~Road, ~~23rd~~Suite ~~Floor~~235 Westlake Village, CA 91361

Los Angeles, CA 90024

(Address of principal executive offices) (Zip Code)

(800) ~~204~~ 234-5510

(Registrant’s telephone number, including area code)

~~N/A~~10940 Wilshire Blvd., 23rd Floor

Los Angeles, CA 90024

(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

~~COVID~~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. The maturity date for this Note was May 29, 2020 (“Maturity Date”), and is this was the date upon which the principal sum, as well as any accrued and unpaid interest, was due and payable. Interest on any unpaid principal balance of this Note accrues at the rate of 10% per annum. JSJ is entitled, at any time, after the 180th daily anniversary of the Note, to convert any or all of its principal, accrued interest and fees due pursuant to the Note into common shares of the Company by sending in a Notice of Conversion to the Company. All capitalized terms used herein shall have the same meaning as in the Note agreements. For more information on this Note, please refer to the Company’s current report filed on Form 8-19K on June 10, 2019.

~~The~~Pursuant ~~Company~~to isterms ~~providing~~of the ~~following~~Note, ~~update~~the onCompany ~~its~~covenanted ~~business~~to ~~operations.~~JSJ Asto ~~result~~initially ofreserve ~~the~~with ~~global~~its ~~outbreak~~transfer agent a total of ~~the~~1.8 ~~COVID-19~~million ~~virus,~~shares onof ~~March~~its ~~23,~~Common ~~2020~~Stock for conversions (the ~~Company~~“Share ~~evaluated~~Reserve”), ~~its~~which ~~ongoing~~was ~~effort~~subsequently increased to ~~prepare~~50,000,000. ~~and~~The ~~file~~Company further ~~its~~covenanted ~~annual~~that ~~report~~at onall ~~Form~~times ~~10-K~~it ~~for~~would reserve a minimum of eight times of the ~~fiscal~~number ~~year~~of shares of Company Common Stock ~~ended~~issuable ~~December~~upon ~~31,~~conversion ~~2019~~of the Note in accordance with the terms of the Note.

~~Certain~~On ~~Company~~April ~~officers~~3, ~~and~~2020, ~~management~~the asCompany’s ~~well~~transfer asagent ~~professional~~received ~~staff~~the ~~and~~5th ~~consultants~~Notice ~~are~~of ~~unable~~Conversion tofrom ~~conduct~~JSJ, ~~work~~in ~~required~~which toJSJ ~~prepare our~~sought ~~financial~~to ~~report~~convert ~~for~~$2,029.88 of the ~~year~~Note’s ~~ended~~then ~~December~~outstanding ~~31,~~principal ~~2019.~~balance Onat ~~March 19, 2020~~ the ~~State~~Conversion Price of ~~California~~$0.000055 ~~Governor,~~per ~~Gavin~~share ~~Newsom and Los~~(45% ~~Angeles~~discount ~~Mayor~~to ~~Garcetti~~$0.0001) ~~issued~~into an36,906,928 ~~emergency~~shares ~~shelter-in-place~~of ~~order for~~ the ~~State~~Company’s ofCommon ~~California~~Stock. ~~and~~On ~~city~~April of3rd, ~~Los~~the ~~Angeles,~~Company ~~where~~had ~~our~~783,202,615 ~~principal~~shares ~~offices~~of ~~are~~Common ~~located~~Stock ~~ordering~~issued ~~the~~and ~~closure of all non-essential businesses~~outstanding. InTo ~~addition~~date, weJSJ ~~are~~has ~~concerned~~converted ~~with~~a ~~issues raised~~total ~~concerning~~of ~~shelter-in-place~~$14,578.95 ~~orders issued by governors~~ in ~~states~~principal ~~where~~into ~~our~~a ~~officers,~~total ~~directors,~~of ~~management~~49, ~~professional staff~~819,525 shares ~~auditors~~of ~~and~~the ~~consultants~~Company’s ~~are~~Common ~~located,~~Stock ~~including~~at ~~New~~a ~~York,~~weighted ~~New~~average ~~Mexico,~~price ~~Nevada~~of ~~and~~$0.0002926 ~~Maryland,~~per ~~where~~share ~~COVID-19~~across ~~infections~~four ~~have~~previous conversions ~~been~~submitted ~~identified.~~to ~~Each~~the ofCompany’s ~~these~~stock ~~states~~transfer ~~has~~agent ~~declared~~between aMarch ~~state~~4 ~~of emergency~~ and ~~safety~~March ~~concerns~~24, ~~are paramount~~2020.

AsOn aApril ~~result~~3, 2020, the Company’s ~~expects~~stock totransfer beagent ~~unable~~advised JSJ that there were insufficient shares of the Company’s Common Stock available to ~~compile~~satisfy ~~and~~its ~~review~~Notice ~~certain~~of ~~information~~Conversion, ~~required~~as there remained only 180,475 shares in ~~order~~JSJ’s toShare ~~permit~~Reserve. On May 5, 2020, the Company received a Notice of Default from JSJ due to ~~file~~ a ~~timely~~failure ~~and~~to ~~accurate~~issue ~~annual~~the ~~report~~shares onpursuant ~~Form~~to ~~10-K~~the ~~for~~5th Notice ~~its~~of ~~year~~Conversion ~~ended~~received. ~~December~~The 31notice details a total default amount of $210,454.62 ~~2019~~owed for the Company’s failure to abide by the ~~prescribed~~terms ~~date~~of ~~without~~the ~~unreasonable effort~~Note, orincluding ~~expense~~liquidated ~~due~~damages of $2,000 per day for the Company’s failure to ~~circumstances~~deliver ~~related~~the shares pursuant to ~~COVID-19~~the April 3rd Notice of Conversion.

OnThe ~~March~~Company ~~4, 2020 the Securities~~ and ~~Exchange~~JSJ ~~Commission~~may ~~(the~~or ~~"SEC")~~may ~~issued~~not ancontinue ~~Order~~discussions ~~under~~concerning ~~Section~~possible 36extensions ~~(Release No. 34-88318)~~ of ~~the~~payment ~~Securities~~terms ~~Exchange~~and ~~Act~~amounts, ofhowever ~~1934~~no ~~("Exchange Act") granting exemptions from specified provisions of the Exchange~~assurance ~~Act~~can ~~and~~be ~~certain~~given ~~rules thereunder (the "Order"). The Order provides~~ that ~~a registrant (as defined in Exchange Act Rule 12b-2) subject to~~ the ~~reporting~~Company ~~requirements~~will ofbe ~~Exchange~~able ~~Act Section 13(a) or 15(d), and any person required~~ to ~~make~~reach ~~any~~agreement ~~flings~~ with ~~respect~~JSJ. toIn ~~such~~that ~~a registrant~~event, isJSJ ~~exempt~~has ~~from~~advised ~~any requirement to file or furnish materials with~~ the ~~Commission~~Company ~~under~~that ~~Exchange~~JSJ intends ~~Act~~to ~~Sections~~pursue ~~13(a),~~its ~~13(f),~~available ~~13(g),~~legal ~~14(a)~~remedies, ~~14(c),~~including ~~14(f),~~but ~~15(d)~~not ~~and~~limited ~~Regulations~~to ~~13A~~litigation, ~~Regulation~~to ~~13D-G~~recover ~~(except~~all ~~for~~amounts ~~those~~asserted ~~provisions mandating~~to ~~the~~be ~~fling~~owed ~~of Schedule 13D or amendments~~ to JSJ ~~Schedule~~under ~~13D),~~the ~~14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as~~ applicable, ~~where~~loan ~~certain conditions are satisfied~~documents.

~~The~~Litigation pursued by JSJ against the Company iscan ~~relying~~further onerode ~~this~~the ~~Order~~financial ~~for~~condition ~~filing~~and materially and adversely affect operations of the ~~its~~Company ~~Form~~and 10could result in cross-Kdefaults ~~the~~with ~~later~~other lenders. Management is actively working with all of ~~March~~its 31debtholders to seek resolution on these matters; however, ~~2020~~no orassurances ~~original~~can ~~filing~~be ~~deadline~~given ofthat ~~the~~management ~~report and~~will ~~expects~~be able to ~~file~~reach agreement with any of its ~~annual~~lenders. ~~report~~As ona ~~Form~~further ~~10-K~~result ~~approximately~~the 45foregoing ~~days~~the ~~after~~Company ~~March~~may ~~31,~~be ~~2020~~compelled to seek protection under appropriate state or federal insolvency laws.

The Company is supplementing the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, with the following risk factor:

War, terrorism, other acts of violence or natural or manmade disasters such as a global pandemic may affect the markets in which the Company operates, the Company's customers, the Company's delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial condition.

The Company'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.

Any significant 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 business, sales and results of operations will depend on future developments, which are highly uncertain and cannot be predicted.

We believe 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.

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

Cautionary Note Regarding Forward-Looking Statements

This 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, 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.

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: March 31, 2020

Date: May 11, 2020

FOOTHILLS EXPLORATION, INC.

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

FOOTHILLS EXPLORATION, INC.

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

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