UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE SECURITIES EXCHANGE ACT OF 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report OF(Date ~~1934~~of earliest event reported): September 9, 2014

Date of Report (Date of Earliest Event Reported): July 17, 2014

RICHFIELD OIL & GAS COMPANY

(Exact name of registrant as specified in its charter)

Nevada		000-54576		35-2407100
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~I.R.S.~~IRS Employer Identification No.)

175 South Main Str, Suite 900, SLC, UT		84111
(Address of principal executive offices)		(Zip Code)

175 South Main Street, Suite 900
Salt Lake City, UT 84111
(Address of principal executive offices)

(801) 519 -8500 (Registrant’'s telephone number, including area code) ~~(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:

x ¨ 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~~ITEM 15.0102 ~~Entry~~DEPARTURE ~~into~~OF aDIRECTORS ~~Material~~OR ~~Definitive~~CERTAIN ~~Agreement~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On ~~July~~September 179, 2014, ~~(i)~~the ~~Richfield~~Board ~~Oil~~of &Directors ~~Gas Company~~ (~~“we”~~the or “~~Richfield~~Board”), ~~Stratex~~of Richfield Oil & Gas ~~Holdings~~Company ~~Inc.~~ (“~~Stratex~~we”) ~~and~~or ~~Richfield Acquisition~~the ~~Corp., a wholly-owned subsidiary of Stratex (~~“~~Merger Sub~~Company”), ~~entered~~accepted ~~into Amendment No. 1 (~~the ~~“Amendment”)~~resignation toof ~~that~~Douglas ~~certain~~C. ~~Agreement~~Hewitt ~~and~~Sr. ~~Plan of Merger dated~~ as ofa ~~May 6~~Director, ~~2014~~Chairman (of the ~~“Merger~~Board ~~Agreement”)~~of ~~and (ii) Stratex~~Directors, ~~Richfield and~~President ~~certain of Richfield’s subsidiaries amended~~ and ~~restated~~Chief ~~that~~Executive ~~certain~~Officer ~~Note and Security Agreement dated as~~ of ~~May 6,~~Richfield ~~2014~~Oil ~~(the~~& ~~“Note~~Gas ~~and~~Company. ~~Security~~A ~~Agreement”~~copy ~~and,~~of ~~as so amended, the “Amended and Restated Note and Security Agreement”)~~Mr. ~~Copies~~ ofHewitt’s ~~both~~Resignation ~~the~~Letter ~~Merger~~is ~~Agreement~~filed ~~and the Note and Security Agreement were attached~~ as ~~Exhibits~~Exhibit to17.1 ~~our Current Report on Form 8-K~~hereto, ~~filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~by ~~on May 7, 2014. Unless otherwise indicated, capitalized terms not defined~~reference herein ~~shall have the meaning ascribed to them in the Merger Agreement and the Note and Security Agreement~~.

~~Pursuant~~Mr. toHewitt ~~the~~will ~~Amendment,~~continue ~~certain conditions~~ to ~~the~~be ~~obligations~~a ~~of the parties~~ consultant to ~~consummate~~ the ~~Merger~~Company ~~were~~for ~~amended~~a asperiod ~~follows:~~of three (i3) ~~the~~years. ~~condition~~On ~~that~~September ~~Stratex have no less than $5~~9,~~000,000~~ ~~in cash on hand at the time of the Merger was reduced to no less than $2~~2014,~~000,000~~ inMr. ~~cash~~Hewitt onand ~~hand; (ii)~~ the ~~condition that~~Company ~~not~~entered ~~more~~into ~~than~~a 5%Consulting ~~of Richfield’s stockholders shall have taken the steps required by the Appraisal Provisions of the~~Agreement ~~NRS to obtain payment~~ for ~~the~~Mr. ~~value~~Hewitt ~~of their shares in connection with the Merger was increased~~ to ~~not~~provide ~~more~~consulting ~~than~~serves ~~10%~~for ~~and (iii)~~ the ~~condition~~Utah ~~that~~Operations. ~~Richfield’s~~Below ~~liabilities~~is ~~(excluding~~a ~~certain~~brief ~~permitted~~summary ~~exceptions)~~of ~~not exceed $6,500,000 was increased to $6,650,000. In addition,~~ the ~~right~~terms of ~~each party to terminate~~ the ~~Merger~~Consulting Agreement ~~if the Merger has not been consummated by the~~, ~~“end~~a ~~date”~~copy of ~~September~~which ~~30,~~is ~~2014~~filed ~~was~~as ~~extended~~Exhibit to10.1 ~~November 30~~hereto, ~~2014 (~~and ~~until~~incorporated ~~January 30, 2015 if all closing conditions (other than receipt of Richfield’s shareholder approval or the failure of the Form S-4 registration statement to be declared effective) have been satisfied~~ by ~~November~~reference ~~30, 2014)~~herein.

~~Pursuant~~The toConsulting ~~the~~Agreement ~~Amended~~provides ~~and Restated Note~~that ~~and Security Agreement,~~ the ~~amount~~initial ~~which~~term ~~Stratex~~is ~~has~~for ~~agreed~~a toperiod ~~advance~~of tothree ~~Richfield~~(3) ~~and its subsidiaries~~years, ~~has~~unless ~~been~~earlier ~~increased~~terminated by ~~$1,000,000~~ tothe aCompany ~~total~~or ~~of $4,000,000~~Mr. OfHewitt ~~the~~by ~~additional~~reason $1of death,~~000~~ disability,~~000,~~ ~~$200,000 may be used by Richfield~~ for ~~general corporate purposes and $800~~“cause”,~~000~~ isfor to“good bereason” ~~used~~or ~~solely in connection with the Kansas Work Program~~otherwise. AsThe ofConsulting ~~the~~Agreement ~~date~~provides offor the ~~Amended and Restated Note and~~payment ~~Security~~of ~~Agreement,~~a ~~approximately~~monthly ~~$717,000~~fee ~~had~~of ~~been advanced by Stratex to Richfield to develop Richfield’s Kansas properties and~~ $125,000~~,000~~ ~~had~~plus ~~been~~expenses ~~advanced~~incurred for ~~general~~services ~~corporate~~requested ~~purposes~~by the Company. The ~~determination~~Consulting toAgreement ~~advance~~also ~~additional funds prior to the Merger~~provides infor ~~order~~monthly tobonus ~~further~~payments ~~develop~~based ~~Richfield’s~~upon ~~Kansas~~increases ~~properties~~in ~~was~~payments ~~made~~for bymonthly ~~Stratex’~~production ~~management~~from asthe aUtah ~~direct~~operations, ~~result~~actually ~~of the~~received ~~early~~by ~~production success in Kansas since signing~~ the ~~Merger Agreement~~Company.

~~The~~On ~~foregoing~~September ~~descriptions~~9, of2014, the ~~Amendment~~Board appointed Michael A Cederstrom the President and Chief Executive Officer of the ~~amendments~~Company. Mr. Cederstrom will also continue to serve as the General ~~Note~~Counsel and ~~Security~~Corporate ~~Agreement~~Secretary ~~reflected~~of the Company, offices he has held since December 15, 2011. Mr. Cederstrom provided legal services to us as an independent contractor from March 2011 until December 15, 2011. Mr. Cederstrom served as General Counsel to Hewitt Petroleum, Inc., from May 2009 until March 2011. Mr. Cederstrom has over 32 years of experience as a corporate attorney representing businesses in ~~the~~various ~~Amended~~capacities, ~~and~~including ~~Restated~~SEC ~~Note~~reporting and ~~Security~~compliance. ~~Agreement~~Mr. doCederstrom ~~not~~has represented oil and gas ~~purport~~exploration toand beproduction ~~complete~~companies for over 18 years in all areas, including leasing, environmental and ~~are~~regulatory ~~qualified~~compliance and securities matters. Mr. Cederstrom’s law practice specialized in ~~their~~business ~~entirety~~law, byincluding ~~reference~~initial toorganization ~~the~~of ~~full~~business entities, ~~text~~maintenance of the ~~Amendment~~entity, employment matters and ~~the~~business ~~Amended~~tax matters. In 1997 Mr. Cederstrom organized and registered ~~Restated~~the ~~Note~~shares ~~and~~of ~~Security~~HEGCO ~~Agreement~~Canada, ~~which~~Inc., ~~are~~on ~~filed~~the ~~herewith~~CDNX, and served as ~~Exhibit~~its ~~2.1~~General Counsel and 10CFO from 1997 to 2002.1, ~~respectively~~Mr. Cederstrom has participated in the organization of a bank and registration of the bank's shares on the New York Stock Exchange, and ~~are~~has ~~incorporated~~served on ~~herein~~the Board of Directors of two banks and several other businesses. Mr. Cederstrom received a Bachelor of Science degree in Finance byfrom ~~reference~~the University of Utah and a Juris Doctorate degree from Southwestern University. While at Southwestern University, Mr. Cederstrom earned two Jurisprudence Awards for exceptional achievement in the study of Tax and Estate Planning.

2The Directors of the Company will leave the position of Chairman of the Board open until a search is completed for a new Director of the Company.

~~Important Additional~~ITEM ~~Information~~9.01. ~~about~~FINANCIAL ~~the~~STATEMENTS ~~Proposed~~AND ~~Merger~~EXHIBITS.

~~This~~The ~~communication~~list ~~does not constitute an offer to sell or the solicitation~~ of anexhibits ~~offer~~in ~~to buy any securities or a solicitation of any vote or approval. In connection with~~ the ~~proposed transaction~~Exhibit ~~between Stratex and Richfield. Stratex and Richfield will file relevant materials with the Securities and Exchange~~Index ~~Commission~~is ~~(the~~incorporated ~~“SEC”),~~herein including a Stratex registration statement on Form S-4 that will include a proxy statement of Richfield that also constitutes a prospectus of Stratex, and a definitive joint proxy statement/prospectus will be mailed to stockholders of Richfield. STOCKHOLDERS OF RICHFIELD ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT RICHFIELD STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED MERGER AND RELATED TRANSACTIONS. Stockholders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by ~~Stratex or Richfield through the website maintained by the SEC at http://www~~reference.~~sec.gov. Copies of the documents filed with the SEC by Richfield will be available free of charge on Richfield’s website at www.richfieldoilandgas.com.~~

~~Richfield,~~* ~~its~~* ~~directors~~* ~~and~~* certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Richfield is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on April 14, 2014, its Current Reports on Form 8-K filed with the SEC on May 7, 2014, and this Current Report on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.*

~~Cautionary Statement Regarding Forward-Looking Statements~~ SIGNATURES

~~Certain~~Pursuant ~~statements~~to ~~in this communication regarding~~ the ~~proposed transaction~~requirements ~~between Stratex and Richfield, including any statements regarding the expected timetable for completing the transaction, benefits and synergies~~ of the transaction, future opportunities for the combined company and products, and any other statements regarding Stratex’ and Richfield’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within the meaning of Section 27A of the Securities ~~Act of 1933, as amended, and Section 21E of the Securities~~ Exchange Act of 1934, ~~as amended. These statements are often, but not always, made through~~ the ~~use~~registrant ofhas ~~words~~duly orcaused ~~phrases~~this ~~such~~report as “may”, “believe,” “anticipate,” “could”, “should,” “intend,” “plan,” “will,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “strategy,” “outlook” and similar expressions. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transaction; the risk that a condition to closing of the proposed transaction may not be ~~satisfied;~~signed ~~the~~on ~~risk~~its ~~that~~behalf a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; Richfield’s ability to achieve the synergies and value creation contemplated by the ~~proposed~~undersigned ~~transaction;~~hereunto ~~Stratex’~~duly ~~ability to promptly, efficiently and effectively integrate Richfield’s operations into those of Stratex; and the diversion of management time on transaction-related issues~~authorized. Additional information concerning these and other factors can be found in Stratex’ and Richfield’s respective filings with the SEC, including their most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Stratex and Richfield assume no obligation to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

	RICHFIELD OIL & GAS COMPANY


	By:	/s/ Michael A. Cederstrom
		Michael A. Cederstrom.
		Chief Executive Officer

	Date:	September 12, 2014

~~Item~~EXHIBIT ~~9.01 Financial Statements and Exhibits.~~INDEX

(d) Exhibits.

Exhibit No.	Description

17.1	Resignation of Douglas C. Hewitt, Sr. dated September 9, 2014
10.1	Consulting Agreement between Douglas C. Hewitt Sr. and Richfield Oil & Gas Company dated September 9, 2014

EXHIBIT NUMBER		DESCRIPTION
2.1 10.1		Amendment No. 1 to Agreement and Plan of Merger Amended and Restated Note and Security Agreement

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.

	RICHFIELD OIL & GAS COMPANY
Date: July 23, 2014	By:	/s/ Douglas C. Hewitt Sr.
		Name: Douglas C. Hewitt Sr.
		Title: Chief Executive Officer

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