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) ~~June~~September 98, 2015

MONGOLIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)


000-54230	20-8317863
(Commission File Number)	(IRS Employer Identification No.)

2300 W. Sahara Avenue, Suite 800

Las Vegas, Nevada 89102

(Address of Principal Executive Offices) (Zip Code)

(702) 949-9449

(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 (see General Instruction A.2. below):

[ ☐ ] 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))

ITEM 15.0102 ~~ENTRY~~DEPARTURE ~~INTO~~OF ~~MATERIAL~~DIRECTORS ~~DEFINITIVE~~OR ~~AGREEMENT~~CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

OnResignation ~~June~~of 9,Richard ~~2015,~~Polep ~~Mongolia~~as ~~Holdings,~~Chief Financial Inc. (the “Company”) and its wholly owned subsidiary Hydrocarbons Holdings, Inc. (“Hydrocarbons”) entered into a Settlement Agreement with B&J Oil Company, Inc. (“B&J”) to settle a dispute over costs associated with the Company’s oil production in Kentucky. The Company was never served with a complaint and the action was dismissed with prejudice on June 9th, 2015 in the Circuit Court for Green County, Kentucky, Case No. 15-Cl-00009.Officer

~~Pursuant~~On toSeptember ~~the terms of the Settlement Agreement~~8, 2015, ~~B&J~~Richard isPolep ~~entitled~~resigned toas ~~Four~~the ~~Hundred~~Chief ~~Twelve~~Financial ~~Thousand~~Officer ~~Two~~of ~~Hundred~~Mongolia ~~Seventy Dollars and Seventy-Three Cents ($412~~Holdings,~~270~~ Inc.~~73).~~, ~~The~~a ~~Company~~Delaware ~~will~~corporation ~~pay B&J any and all sums payable to the Company by Barrett Oil~~ (~~or other buyers approved by~~ the ~~parties~~“Company”) ~~for crude oil sales from the leases in Kentucky~~. Mr. ~~If the Company doesn~~Polep’ts ~~receive~~resignation ~~enough~~is ~~money~~not ~~from~~a ~~the~~result ~~crude~~of ~~oil~~any ~~sales~~conflict inwith ~~Kentucky to satisfy~~ the ~~amount owed to B&J, Hydrocarbons will be solely responsible for the remainder due to B&J~~Company.

~~Upon~~Appointment ~~the Company’s receipt~~ of ~~confirmation~~Tadd ~~that~~McKenzie ~~the~~as ~~Request for Dismissal was filed with~~ the Interim ~~Green~~Chief ~~County~~Financial ~~Circuit Court, the Company issued One Hundred Thirty Thousand (130,000) shares of restricted common stock to B&J.~~ Officer

~~ITEM~~On 9September 8, 2015, Mr.01 ~~FINANCIAL~~Tadd ~~STATEMENTS~~McKenzie ~~AND~~was ~~EXHIBITS~~appointed as the Interim Chief Financial Officer of the Company. Mr. McKenzie will serve for one year or until a permanent CFO is appointed unless such period is extended or terminated earlier pursuant to the terms of his agreement. As compensation for Mr. McKenzie’s service as the Interim Chief Financial Officer, he will receive either 200,000 shares of common stock or common stock purchase warrants for the purchase of up to 200,000 shares for five years at an exercise price equal to the current market value on the date of issuance, whichever he chooses.

~~(d) Exhibits~~Mr. Tadd McKenzie has over fifteen years of experience in the accounting field. He has worked with Berti Spechler Sarmiento McKay & Company, LLP in Santa Barbara as a CPA, Client Manager and Tax Professional since 2001. Mr. McKenzie prepares financial statements for high net worth individuals and corporations and partnerships in a wide array of industries. Additionally, he reviews tax returns, provides tax planning, compliance and bookkeeping services. Mr. McKenzie also served as a Controller at Sirigen, Inc. where he designed internal systems, strengthened controls and successfully implanted and maintained an internal accounting system he designed. Mr. McKenzie is an excellent problem-solver with an impressive ability to manage large, highly-complex projects. He is a trusted mentor, team-builder and motivator who moves fluidly between executive, professional and support positions.

Exhibit Number		Description
10.01		Settlement Agreement between Mongolia Holdings, Inc., Hydrocarbons Holdings, Inc. and B&J Oil Company, Inc. executed June 9, 2015

Mr. McKenzie has a bachelor’s degree in Business Economics with an Accounting emphasis from the University of California Santa Barbara and is a Certified Public Accountant.

~~SIGNATURES~~ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~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~~ (d) Exhibits.

Date: June 15, 2015	MONGOLIA HOLDINGS, INC.
Exhibit Number		Description
	By: /s/: Gary D. Kucher
10.1		Agreement effective as of September 8, 2015 between Mongolia Holdings, Inc. and Tadd McKenzie.
	Name: Gary D. Kucher
	Title: Chief Executive Officer

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: September 14, 2015	MONGOLIA HOLDINGS, INC.

	By: /s/ Gary D. Kucher
	Name: Gary D. Kucher
	Title: Chief Executive Officer

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