Exhibit 3.1
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): August 4, 2016
| FOOTHILLS EXPLORATION, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 333-190836 | 27-3439423 | |||
| (Commission File Number) |
(IRS Employer Identification
No.) |
|
633 17 th Street, Suite 1700-A Denver, CO 80202 |
| (Address of Principal Executive Offices) |
| (720) 449-7478 |
| (Registrant's Telephone Number, Including Area Code) |
| Key Link Assets Corp., 216 South Jefferson, Suite LL1, Chicago, IL 60661 |
| (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 27, 2016 we filed a Certificate of Amendment with the Secretary of State of Delaware whereby we changed our name from Key Link Assets Corp. to Foothills Exploration, Inc. A copy of the Certificate of Amendment is attached to this report on Form 8-K as Exhibit 3.1 and incorporated herein by this reference.
Item 8.01 Other Items
Name Change, Trading Symbol Change, CUSIP
Pursuant to application we submitted to the Financial Industry Regulatory Association [FINRA], FINRA advised us that it would announce the below listed corporate actions as of dates indicated:
| · | Daily List Announcement Date: August 4, 2016 |
| · | New Name: Foothills Exploration, Inc. |
| · | New Symbol: FTXP |
| · | New CUSIP: 34512J108 |
| · | Market Effective Date: August 5, 2016 |
On August 5, 2016 we issued a press release entitled “Key Link Assets Corp. Announces Name Change to Foothills Exploration, Inc.” A copy of the press release is attached as Exhibit 99.1 and incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Foothills Exploration, Inc. | |
| 99.1 | Press Release issued by the registrant on August 5, 2016 entitled “Key Link Assets Corp. Announces Name Change to Foothills Exploration, Inc.” |
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: August 5, 2016
FOOTHILLS EXPLORATION, INC.
| /s/ B. P. Allaire | |
| By: B. P. Allaire | |
| Chief Executive Officer |
Exhibit 3.1
Exhibit 99.1
Key Link Assets Corp. Announces Name Change to Foothills Exploration, Inc.
DENVER, CO—(Marketwired - August 05, 2016) - Key Link Assets Corp. (KYLK), an independent oil and gas exploration company engaged in the acquisition and development of oil and natural gas properties in the Rockies and Mid-Continent, announced today that the Financial Industry Regulatory Association [FINRA] confirmed the below listed corporate actions requested by us:
| · | Daily List Announcement Date: August 4, 2016 |
| · | New Name: Foothills Exploration, Inc. |
| · | New Symbol: FTXP |
| · | New CUSIP: 34512J108 |
| · | Market Effective Date: August 5, 2016 |
"The new name — Foothills Exploration, Inc. — allows us to emphasize that we are engaged in the acquisition and development of producing oil and gas properties," said B.P. Allaire, Interim Chief Executive Officer of Foothills Exploration, Inc. "We are committed to continue with our acquisition of distressed and undervalued oil and gas assets that, in our opinion, will create shareholder value."
About Foothills Exploration, Inc.
Foothills Exploration, Inc., ("FTXP") through its wholly owned subsidiary Foothills Petroleum, Inc., a Nevada corporation ("Foothills"), is an early stage, independent oil and gas exploration and development company engaged in acquiring and developing oil and natural gas properties in the Rockies and Mid-Continent. Foothills seeks to acquire dislocated and underdeveloped oil and gas assets and maximize those assets to create shareholder value. Foothills maintains its principal executive office in Denver, Colorado.
Forward
Looking Statements
This release contains forward-looking statements. Actual results may differ from those projected due to a number of risks and
uncertainties, including, but not limited to the possibility that some or all of the matters and transactions considered by FTXP
may not proceed as contemplated, and by all other matters specified in FTXP's filings with the Securities and Exchange Commission.
These statements are made based upon current expectations that are subject to substantial risk and uncertainty. FTXP does not
undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes
in other factors affecting such forward-looking information. Assumptions and other information that could cause results to differ
from those set forth in the forward-looking information can be found in the FTXP's filings with the Securities and Exchange Commission,
including its most recent periodic reports.