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): May 528, 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.)

4607 Lakeview Canyon Road, Suite 235
Westlake Village, CA 91361

(Address of principal executive offices) (Zip Code)

(800) ~~234~~204-5510

(Registrant’s telephone number, including area code)

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 83.0102. ~~Other~~Unregistered ~~Events~~Sales of Equity Securities

On ~~June~~ 4May 28, ~~2019~~2020, Foothills Exploration, Inc. (the “Company”) filed ~~closed~~a onCertificate aof ~~convertible~~Designation ~~loan~~designating ~~transaction~~the ~~with~~rights ~~JSJ~~and ~~Investments,~~restrictions ~~Inc.~~of ~~(“JSJ”)~~its inSeries ~~the~~A ~~principal amount~~Preferred ofStock ~~$57,000~~with (the ~~“Note”),~~Delaware ~~before~~Secretary of ~~giving~~State. ~~effect~~Of tothe ~~certain~~25,000,000 ~~transactional~~preferred ~~costs~~shares ~~including~~authorized ~~legal~~at ~~fees yielding~~ a ~~net~~par value of $~~57,000~~0.0001 ~~The~~per ~~maturity~~share, ~~date~~10,000,000 ~~for~~were ~~this~~designated ~~Note~~as ~~was~~Series A ~~May~~Preferred ~~29,~~Stock. ~~2020~~The ~~(“Maturity~~Series ~~Date”),~~A ~~and~~Preferred Stock is ~~this~~convertible ~~was~~at the ~~date~~option ~~upon which~~of the ~~principal~~holder ~~sum,~~into as200 ~~well~~common asshares ~~any~~per ~~accrued~~one ~~and~~share of ~~unpaid~~Series ~~interest,~~A ~~was~~Preferred ~~due~~Stock. ~~and~~The ~~payable.~~Series ~~Interest~~A onPreferred ~~any~~Stock ~~unpaid~~provides ~~principal~~for ~~balance of~~liquidation ~~this~~and ~~Note~~dividend ~~accrues~~rights aton ~~the~~an ~~rate~~as-if-converted ofbasis into ~~10%~~equivalent ~~per~~common ~~annum~~shares. ~~JSJ~~The isSeries ~~entitled,~~A atPreferred ~~any~~Stockholders ~~time,~~have ~~after~~voting rights with the ~~180th~~common ~~daily~~shareholders ~~anniversary~~on an as-if-converted basis. The holders of ~~the~~Series ~~Note,~~A toPreferred ~~convert~~Stock ~~any~~have orthe ~~all~~right, ofvoting ~~its~~as ~~principal~~a separate class, ~~accrued~~following ~~interest~~a ~~and~~“Change ~~fees~~of ~~due~~Control” (as ~~pursuant~~defined), to ~~the~~elect ~~Note~~a ~~into~~majority ~~common~~of ~~shares~~the members of the Company’s byBoard ~~sending~~of inDirectors aand ~~Notice~~to ofremove ~~Conversion~~from office such directors and to fill any vacancy caused by the ~~Company.~~resignation, ~~All~~death ~~capitalized~~or ~~terms~~removal ~~used~~of ~~herein~~such ~~shall~~directors. ~~have~~The ~~the~~foregoing ~~same~~description ~~meaning as~~is ina summary of the ~~Note~~Certificate ~~agreements.~~of ~~For~~Designation ~~more~~which ~~information~~does onnot ~~this~~purport ~~Note,~~to ~~please~~be ~~refer~~complete. toThe ~~the~~foregoing ~~Company’s~~summary ~~current~~is ~~report~~qualified ~~filed~~in onits ~~Form~~entirety by reference ~~8-K~~to onthe ~~June~~Certificate ~~10,~~of ~~2019~~Designation attached hereto as Exhibit 3.1.

~~Pursuant~~On toMay ~~terms~~28, ~~of the Note~~2020, the Company ~~covenanted~~issued to5,000,000 ~~JSJ~~shares toof ~~initially~~Series ~~reserve~~A ~~with~~Preferred ~~its~~Stock ~~transfer~~to ~~agent~~ a ~~total~~related ofparty, ~~1.8~~Beijing ~~million~~Gas ~~shares~~Blue Sky Holding ofLimited, ~~its~~pursuant ~~Common~~to ~~Stock~~an ~~for~~agreement ~~conversions~~dated ~~(the~~April ~~“Share~~6, ~~Reserve”)~~2020, ~~which~~yielding ~~was~~total ~~subsequently~~cash ~~increased~~proceeds toof $50,000,~~000.~~ ~~The~~net to the Company. As a condition ~~further~~of ~~covenanted~~this ~~that~~transaction, atthe ~~all~~Company’s ~~times~~Executive itChairman, ~~would~~Kevin ~~reserve~~J. aSylla, ~~minimum~~also ofagreed ~~eight~~to ~~times~~convert $100,000 of outstanding debt owed to him by the ~~number~~Company ofinto 5,000,000 shares of ~~Company~~Series ~~Common~~A Preferred Stock. Each share of Series A Preferred Stock is convertible ~~issuable~~into ~~upon~~200 ~~conversion~~shares of the ~~Note~~Company’s incommon ~~accordance~~stock. ~~with~~A ~~the~~total ~~terms~~of 10,000,000 shares of ~~the~~Series ~~Note~~A Preferred Stock convertible into 2,000,000,000 shares of common stock were issued.

OnItem ~~April 3, 2020, the Company’s transfer agent received the 5th Notice of Conversion from JSJ, in which JSJ sought to convert $2,029~~9.8801 ofFinancial ~~the~~Statements Note’s then outstanding principal balance at the Conversion Price of $0.000055 per share (45% discount to $0.0001) into 36,906,928 shares of the Company’s Common Stock. On April 3rd, the Company had 783,202,615 shares of Common Stock issued and ~~outstanding~~Exhibits. To date, JSJ has converted a total of $14,578.95 in principal into a total of 49,819,525 shares of the Company’s Common Stock at a weighted average price of $0.0002926 per share across four previous conversions submitted to the Company’s stock transfer agent between March 4 and March 24, 2020.

On(d) April 3, 2020, the Company’s stock transfer agent advised JSJ that there were insufficient shares of the Company’s Common Stock available to satisfy its Notice of Conversion, as there remained only 180,475 shares in JSJ’s Share ReserveExhibits. On May 5, 2020, the Company received a Notice of Default from JSJ due to a failure to issue the shares pursuant to the 5th Notice of Conversion received. The notice details a total default amount of $210,454.62 owed for the Company’s failure to abide by the terms of the Note, including liquidated damages of $2,000 per day for the Company’s failure to deliver the shares pursuant to the April 3rd Notice of Conversion.

The Company and JSJ may or may not continue discussions concerning possible extensions of payment terms and amounts, however no assurance can be given that the Company will be able to reach agreement with JSJ. In that event, JSJ has advised the Company that JSJ intends to pursue its available legal remedies, including but not limited to litigation, to recover all amounts asserted to be owed to JSJ under the applicable loan documents.

Exhibit No		Description
3.1		Certificate of Designation Series A Preferred Stock

Litigation pursued by JSJ against the Company can further erode the financial condition and materially and adversely affect operations of the Company and could result in cross-defaults with other lenders. Management is actively working with all of its debtholders to seek resolution on these matters; however, no assurances can be given that management will be able to reach agreement with any of its lenders. As a further result the foregoing the Company may be compelled to seek protection under appropriate state or federal insolvency laws.

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: May 11, 2020
Date: May 28, 2020
FOOTHILLS EXPLORATION, INC.
By:	/s/ B. P. Allaire
	B. P. Allaire
	Chief Executive Officer

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