UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________________________________________________

Form 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~February~~ May 46, 2019

CITADEL EXPLORATION, INC.
(Exact name of registrant as specified in its charter)

Nevada	000-54639	27-1550482
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

417 31^st Street, Unit A, Newport Beach, CA		92663
(Address of principal executive offices)		(Zip code)

(949) 612-8040
(Registrant’s telephone number, including area code)

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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 35 – ~~Securities~~Corporate ~~and~~Governance ~~Trading~~and ~~Markets~~Management

Item 35.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities~~Appointment of Certain Officers

~~On January 29, 2019, Citadel Exploration, Inc.~~ (~~the "Company"~~b) ~~issued~~Resignation 3of Director,~~956,147~~ ~~common~~CEO ~~shares~~and ~~at $0.20 to Series A Preferred shareholders as payment for interest expense incurred in 2018.~~President

~~Following~~On ~~this~~May ~~issuance~~1, ~~Citadel~~2019, ~~has~~Armen ~~48,956,147~~Nahabedian ~~common~~resigned ~~shares~~from ~~issued~~his ~~and~~position ~~outstanding~~as Director, CEO & President of the Company. The Company is reviewing the circumstances surrounding his separation.

The issuance of shares of the Company's common stock in the private placement and debt conversion was made in reliance on the private offering exemption of Section 4(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provisions of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from each of the investors in the private placement with respect to their status as accredited investors, (iv) the provision of the type of disclosure that registration would provide, and (v) the placement of restrictive legends on the certificates reflecting the shares of common stock.-1-

~~-1-~~SIGNATURES

~~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.

~~Pursuant~~CITADEL ~~to the requirements of the Securities Exchange Act of 1934~~EXPLORATION, ~~the~~INC. ~~Registrant~~By: ~~has~~/s/ ~~duly~~Philip ~~caused~~McPherson ~~this~~Philip ~~Report~~McPherson toChief beFinancial ~~signed on its behalf by the undersigned hereunto duly authorized.~~Officer

~~CITADEL EXPLORATION, INC. By~~Date: ~~/s/~~May ~~Armen~~6, ~~Nahabedian Armen Nahabedian Chief Executive Officer~~2019

~~Date: February 4, 2019~~-2-

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