SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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~~June 246, 2006

CARDINAL COMMUNICATIONS, INC.

(Exact name of registrant as specified in Charter)

Nevada		1-15383		91-2117796
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

390 Interlocken Crescent, Suite 900

Broomfield, Colorado 80021

(Address of Principal Executive Offices)

303-285-5379

(Issuer Telephone number)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 ~~Act~~CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

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

(17 CFR 240.13e-4(c))

This Form 8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant" or the “Company”) from time to time with the Securities and Exchange Commission (collectively the "Filings") contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative if these terms and similar expressions as they relate to the Registrant or the Registrant's management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

~~Item~~ 1~~.01. Entry Into A Material Definitive Agreement.~~

OnItem ~~Friday, March 24, 2006, the Board of Directors for Cardinal Communications, Inc~~8.01 Other (the “Company”) approved on its behalf and the behalf of its wholly owned subsidiary, Sovereign Companies, LLC (“Sovereign”), the execution of a Convertible Loan Agreement, Promissory Note (the “Note”), and Pledge and Security Agreement with Thunderbird Management Limited Partnership (“Thunderbird”). Each of these agreements is described below. Events

~~Convertible~~Annual ~~Loan~~Meeting ~~Agreement~~of the Shareholders

~~The~~On ~~Company~~June 6, is2006 ~~currently~~Cardinal ~~indebted~~Communications, toInc. ~~Thunderbird~~(the ~~pursuant~~“Company”) toheld ~~existing~~its ~~two~~Annual ~~promissory~~Meeting of ~~notes~~the Shareholders. The ~~first,~~number ~~dated~~of ~~September~~issued ~~12,~~and ~~2000,~~outstanding isshares inof the ~~original principal amount~~Common Stock of ~~seven~~Cardinal ~~hundred~~Communications, ~~two~~Inc. ~~thousand~~as ~~dollars~~of ~~($702~~May 12,~~000.00)~~ 2006, ~~with~~the ~~interest~~record ~~on the~~date ~~principal~~established ~~balance~~by ~~from~~the ~~time~~Board toof ~~time~~Directors ~~remaining~~for atdetermining ~~the~~shareholder ~~rate of twelve percent~~eligibility ~~(12%)~~to vote ~~per~~at ~~annum;~~ the ~~second~~meeting, ~~dated~~was ~~August 24~~445, ~~2004~~328,774; isthe innumber ~~the~~of ~~original~~issued ~~principal~~and outstanding ~~amount~~shares of ~~eight~~the ~~hundred~~Series ~~thousand~~A ~~dollars~~Preferred ~~($800,000.00)~~Stock ~~with~~of ~~interest~~Cardinal onCommunications, ~~the~~Inc. eligible ~~principal~~to ~~balance~~vote ~~from~~at ~~time~~the tomeeting, ~~time~~was ~~remaining~~8,750; atand the ~~rate~~number of ~~ten~~issued ~~percent~~and ~~(10%)~~outstanding ~~per~~shares ~~annum~~of ~~(collectively~~the Series B Preferred Stock of Cardinal Communications, Inc. eligible to vote at the ~~“Prior~~meeting, ~~Notes”).~~was 350,000.

~~The~~Each ~~Convertible~~of the ~~Loan~~common ~~Agreement~~shares ~~consolidates~~voting ~~for~~at ~~certain~~the ~~purposes~~meeting was entitled to one vote. Each of the Series ~~Prior~~A ~~Notes~~preferred shares voting at the meeting was entitled to 2000 votes. ~~and~~Each aof ~~third,~~the ~~new~~Series ~~note~~B ~~(described~~preferred inshares voting at the ~~next~~meeting ~~section,~~was ~~below)~~entitled into 100 votes. There were represented personally or by proxy at the ~~original~~meeting stockholders ~~principal~~holding ~~amount~~an aggregate of ~~nine~~269,741,333 ~~hundred~~shares ~~ninety~~of ~~eight~~the ~~thousand~~Common ~~and~~Stock ~~No/100~~of Cardinal ~~Dollars ($998~~Communications,~~000~~ Inc.~~00)~~, representing 61% percent of the total shares eligible ~~(collectively~~to vote; 8,750 shares of the ~~“Thunderbird~~Series ~~Notes”)~~A Preferred Stock of Cardinal Communications, Inc., ~~The~~representing 100% percent of the total ~~principal~~Series ~~amount~~A ~~owed~~shares ~~under~~eligible to vote; ~~the~~and ~~Thunderbird~~350,000 ~~Notes~~shares isof ~~two~~the ~~million~~Series ~~five~~B ~~hundred~~Preferred ~~thousand~~Stock ~~dollars~~of Cardinal Communications, ~~($2,500,000~~Inc.~~00)~~, (representing 100% percent of the ~~“Principal~~total ~~Amount”).~~Series B shares eligible to vote.

~~The~~During ~~Thunderbird Notes are consolidated for~~ the ~~purposes~~meeting ~~of setting a single interest rate and certain conversion rights for~~ the ~~Principal~~following ~~Amount.~~items ~~Interest~~were on the Principal Amount outstanding shall accrue at the rate of twelve percent (12%) per annum, which interest shall be paid monthly, with the first installment payable on April 17, 2006, and subsequent payments at the seventeenth day of the month beginning each month thereafter. Overdue principal and interest on the Thunderbird Notes shall bear interest, to the extent permitted by applicable law, at a rate of twelve percent (12%) per annum. If not sooner redeemed or converted, the Thunderbird Notes shall mature on the fifth anniversary of the execution of the Convertible Loan Agreement, at which time all the remaining unpaid principal, interest and any other charges then due under the agreement shall be due and payable in full. approved:

~~The~~(1) ELECTION ~~Thunderbird~~OF ~~Notes~~EIGHT ~~shall~~DIRECTORS. beEd ~~convertible~~Garneau, atRichard ~~either~~E. ~~party’s option~~Wilson, ~~into~~Jeffrey ~~shares~~Fiebig, ofByron Young, ~~the~~Joseph ~~Company’s~~M. ~~common~~Durnford, ~~stock~~Robert atT. ~~four~~Hale, ~~separate~~Robert ~~conversion prices~~R. UpSearls ~~to twenty five percent (25%) of the Principal Amount may be converted at two~~ and aKerry ~~half cents ($0~~D.~~025)~~ ~~per~~Briggs ~~share; up to twenty five percent (25%) of the Principal Amount~~elected ~~may be converted at seven and a half cents ($0.075) per share; up~~ to ~~twenty~~serve ~~five percent~~as ~~(25%)~~directors of the ~~Principal~~Company ~~Amount~~until ~~may~~our benext ~~converted~~annual atmeeting ~~twelve and a half cents ($0.125) per share; and the final twenty five percent (25%)~~ of the ~~Principal~~shareholders, ~~Amount~~or ~~may~~until betheir ~~converted~~respective atsuccessors ~~seventeen~~are elected and ~~a half cents ($0~~qualified.~~175) per~~ ~~share~~There ~~(collectively,~~are ~~such~~no ~~converted~~other ~~stock~~directors ison ~~referred~~our toBoard asof ~~the “Registerable Securities”)~~Directors.

(2) RATIFICATION AND APPROVAL OF AUDITORS. The selection of AJ. Robbins, PC as the Company’s independent auditors for the fiscal years ending December 31, 2006 was ratified.

(3) APPROVAL OF REVERSE COMMON STOCK SPLIT. Our Board of Directors has been given the discretionary authority, prior to the next annual meeting of the shareholders, if the Board deems it in the best interest of the Shareholders, to amend our Articles of Incorporation to effect a reverse stock split of one of the following amounts: i) one share of common stock for five shares of common stock; ii) one share of common stock for ten shares of common stock, iii) one share of common stock for twenty shares of common stock or iv) one share of common stock for thirty shares of common stock.

In(4) APPROVAL ~~the Convertible~~OF ~~Loan~~FORWARD ~~Agreement,~~COMMON ~~the~~STOCK ~~Company~~SPLIT. ~~has~~Our ~~agreed~~Board ~~to register all or any portion~~ of ~~the~~Directors ~~Registerable~~has ~~Securities any time it receives a written request~~discretionary ~~from~~authority, ~~Thunderbird~~prior ~~that~~to the ~~Company~~next ~~file~~annual ameeting ~~registration statement under the 1933 Act covering the registration~~ of ~~at least a majority of the Registerable Securities then outstanding. The Company has agreed~~shareholders, ~~subject~~if to the ~~limitations~~Board deems it in the ~~Convertible Loan Agreement, to use its~~ best ~~lawful~~interest ~~efforts~~of ~~to effect as soon as reasonably possible, and in any event (if legally possible, and as allowed by~~ the ~~SEC~~Shareholders, ~~and~~to ifamend noour ~~factor~~Articles ~~outside the Company’s reasonable control~~of ~~prevents~~Incorporation ~~it)~~to ~~within~~effect ~~150~~a ~~days~~forward ofstock ~~the~~split ~~receipt~~ of ~~the~~two ~~initial~~common ~~written~~shares ~~registration~~of common ~~request,~~stock tofor ~~effect~~each ~~the~~one ~~registration~~share ~~under the 1933 Act~~ of ~~all~~common ~~Registerable Securities which the Thunderbird has requested~~stock.

~~Notwithstanding~~Votes ~~the foregoing, in lieu~~ of ~~registration, the Company may provide Thunderbird~~ ~~with a certificate signed by~~ the ~~President~~common ofstockholders ~~the~~received ~~Company stating that in the good faith judgment of the Board of Directors, it would be materially detrimental to the Company~~ and ~~its~~tabulated ~~shareholders for such registration statement to be filed~~ at ~~that~~ ~~time, and it is therefore essential to defer~~ the ~~filing~~meeting ofwere ~~such~~as registration statement. Thereafter, the Company shall have the right to defer the commencement of such a filing for a period of not more than 180 days after receipt of the request; provided, however, that at least 12 months must elapse between any two such deferrals. follows:

~~Promissory~~Proposal ~~Note~~1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:

Pursuant to a Promissory Note, dated March 24, 2006 (the “Note”), the Company and Sovereign (collectively, the “Borrower”), borrow and promise to repay to Thunderbird (the “Payee”), the principal sum of Nine Hundred Ninety Eight Thousand and No/100 Dollars ($998,000.00), with interest at the rate of twelve percent (12%) per annum on the unpaid principal balance until paid or until default. All past due installments of principal and, if permitted by applicable law, of interest shall bear interest at the highest lawful rate, or, if no such maximum rate is established by applicable law, then at the rate of eighteen percent (18%) per annum.

	FOR	ABSTAIN	AGAINST

Edouard Garneau	267,401,115	2,286,792	53,426

Richard Wilson	267,395,961	45,860	2,299,512

Jeffrey Fiebig	266,760,961	40,692	2,939,680

Byron Young	269,637,215	50,692	53,426

Joseph M. Durnford	269,531,059	195,860	14,414

Robert T. Hale	266,657,559	830,860	2,252,914

Robert R. Searls	268,911,229	200,692	629,412

Kerry D. Briggs	268,911,229	825,692	4,412

~~The~~For ~~full~~the ~~amount~~purposes of ~~principal~~tabulating ~~and~~votes, ~~interest~~directors ~~due~~are ~~under~~elected ~~the~~by ~~Note~~a isplurality ~~due on the first business day five years after the date~~ of ~~its execution~~votes. ~~The interest shall be due and~~ ~~payable in monthly payments, to be paid on the 17th~~Abstentions ~~day of every month~~ and ~~applied~~negative tovotes ~~the~~had ~~interest~~no ~~that accrued during the preceding month~~effect.

~~Upon~~Proposal ~~the~~2. The ~~occurrence~~number of ~~any~~shares ~~“Event~~cast ~~of Default~~for,” ~~the~~against ~~Payee may declare the remainder of the debt immediately due~~ and ~~payable.~~withheld Anwith ~~“Event~~respect ~~of Default” includes, failure~~ to ~~make~~ ~~payment on the Note when due, and such failure shall continue for fifteen~~confirmation ~~(15) business days from receipt by Borrower~~ of ~~written notice of such failure;~~ ~~Borrower~~A.J. ~~files any voluntary petition seeking relief under federal bankruptcy law or under any other act or law related to insolvency or debtor relief~~Robbins, ~~whether~~ state or federal; the filing against Borrower of any involuntary petition seeking relief under federal bankruptcy law or under any other act or law related to insolvency or debtor reliefP.C., ~~whether~~as ~~state or federal, if such petition is not dismissed within thirty (30) days of filing; or a custodian, trustee, receiver or assignee for~~ the ~~benefit of creditors is appointed or takes possession of any of Borrower~~Company’s ~~assets.~~auditors was as follows:

FOR	ABSTAIN	AGAINST

269,736,239	692	4,402

Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:

FOR	ABSTAIN	AGAINST

259,454,613	500,034	9,786,686

Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:

FOR	ABSTAIN	AGAINST

206,383,263	500,230	62,857,840

Votes of the Series A Preferred Stockholders received and tabulated at the meeting were as follows:

Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:

	FOR	ABSTAIN	AGAINST

Edouard Garneau		8,750
Richard Wilson		8,750
Jeffrey Fiebig		8,750
Byron Young		8,750
Joseph M. Durnford		8,750
Robert T. Hale		8,750
Robert R. Searls		8,750
Kerry D. Briggs		8,750

For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.

Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:

FOR	ABSTAIN	AGAINST

	8,750

Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:

FOR	ABSTAIN	AGAINST

	8,750

~~The~~Proposal ~~Note~~4. The isnumber ~~secured~~of byshares ~~the~~cast ~~pledge~~for, ofagainst ~~certain~~and ~~assets~~withheld bywith ~~Borrower~~respect to ~~the~~approval ~~Payee pursuant~~of authority to the ~~Pledge~~Board ~~and~~of ~~Security~~Directors ~~Agreement.~~to implement a forward stock split was as follows:

Pledge and Security Agreement

FOR	ABSTAIN	AGAINST

	8,750

~~The~~Votes ~~Pledge and Security Agreement (“PSA”) secures payment~~ of ~~(i) all amounts now or~~ ~~hereafter payable by~~ the ~~Company~~Series ~~and~~B ~~Sovereign~~Preferred ~~(jointly~~Stockholders ~~“Pledgors”)~~received ~~to Thunderbird on the Thunderbird Notes,~~ and ~~(ii)~~tabulated ~~all~~at ~~obligations and liabilities now or hereafter payable by~~ the ~~Pledgors~~meeting ~~under, arising out of or in connection~~were ~~with~~as ~~the PSA (all such indebtedness, obligations and liabilities being herein called the “Obligations”).~~ follows:

~~Pursuant~~Proposal ~~to the PSA, the Pledgors pledge and grant to Thunderbird a security interest~~1. The ~~in the~~number ~~shares~~ of ~~stock~~shares ~~and~~cast ~~partnership interests comprising Pledgors’ interests in Sovereign Pumpkin Ridge~~for, ~~LLC,~~against and, ~~contingent~~withheld ~~upon~~with ~~Pledgors’~~respect ~~formation~~to ofthe anominees ~~limited liability company~~ for ~~the purpose of developing the project, Pledgors’~~ ~~future~~ election ~~interest~~to ~~in “Sovereign El Rio, LLC” (collectively,~~ the ~~“Pledged Interests”).~~Board ~~The Pledged Interests also include without limitation all~~ of ~~Pledgors’~~ ~~right,~~Directors ~~title and interest in and~~ to ~~(i) all~~serve ~~dividends~~until ~~or distributions arising from~~ the ~~Pledged~~Annual ~~Interests,~~Meeting ~~payable thereon or~~of ~~distributable~~Stockholders into ~~respect~~be ~~thereof,~~held ~~whether~~ in ~~cash, property, stock or otherwise, and whether now or hereafter declared, paid or made, and~~ the ~~right~~year to2006 ~~receive~~ and ~~receipt~~until ~~therefore;~~his ~~(ii) all~~successor ~~Pledged~~shall ~~Interests into which any of the~~be ~~Pledged~~elected ~~Interests are split or combined;~~ and ~~(iii)~~qualified ~~all~~was ~~other rights with respect to the Pledged Interests; provided, however, that Secured Party hereby agrees that, if and so long~~ as Pledgors shall not be in default under this Agreement, Pledgors shall have the right to vote, or to give any approval or consent in respect of, the Pledged Interests for all purposes not inconsistent with the provisions of this Agreement. follows:

Upon the full and final payment of the Thunderbird Notes, the security interests in the Pledged Interests shall terminate and all rights to the Pledged Interests shall revert to the Pledgors. In addition, at any time and from time to time prior to such termination of the security interests, the Secured Party may release any of the Pledged Interests. Upon any such termination of the security interests or any release of the Pledged Interests, the Secured Party will, at the Pledgors’ expense, execute and deliver to the Pledgors such documents as the Pledgors shall reasonably request to evidence the termination of the security interests or the release of the Pledged Interests.

	FOR	ABSTAIN	AGAINST

Edouard Garneau	350,000
Richard Wilson	350,000
Jeffrey Fiebig	350,000
Byron Young	350,000
Joseph M. Durnford	350,000
Robert T. Hale	350,000
Robert R. Searls	350,000
Kerry D. Briggs	350,000

For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.

~~Interested~~Proposal ~~Director~~2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:

A member of the Company’s Board of Directors and our Chief Executive Officer, Edouard A. Garneau, is related (as son-in-law) to the General Partner of Thunderbird Management. Mr. Garneau did not participate in the vote by Cardinal’s Board of Directors approving the Promissory Note, Pledge and Security Agreement, or Convertible Loan Agreement (collectively, the “Agreements”). The remaining members of Cardinal’s Board of Directors voted unanimously to approve the Agreements.

FOR	ABSTAIN	AGAINST

350,000

Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:

FOR	ABSTAIN	AGAINST

350,000

Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:

FOR	ABSTAIN	AGAINST

252,780		97,220

Exhibit No. Description

10.1 Convertible Loan Agreement between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006.

10.2 Promissory Note between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006.

10.3 Pledge And Security Agreement between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006.

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.

Cardinal Communications, Inc. By: /s/ Edouard A. Garneau Chief Executive Officer


	Cardinal Communications, Inc.

Date: June 12, 2006	By:	/s/ Ronald S. Bass
		Ronald S. Bass
		Principal Accounting Officer

~~Date: April 3, 2006~~5

EXHIBIT INDEX

Exhibit No.		Description
10.1 10.2 10.3		Convertible Loan Agreement between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006. Promissory Note between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006. Pledge And Security Agreement between Cardinal Communications, Inc., Sovereign Companies, LLC, and Thunderbird Management Limited Partnership, dated March 24, 2006.

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