UNITED STATES

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): ~~May~~June 142, 2014

Maxwell Resources, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-173972	33-1219696
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer ~~Identification No.)~~
of Incorporation)		Identification No.)

3131 McKinney Ave., Suite 600
Dallas, TX		75204
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (214) 643-6040

(Former name or former address, if changed since last report)

Copies to:

Marc J. Ross, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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:

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 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

oItem ~~Pre-commencement~~1.01 ~~communications~~Entry ~~pursuant~~into toa ~~Rule~~Material ~~13e-4~~Definitive ~~(c) under the Exchange Act (17 CFR 240.13e-4(c)~~Agreement

~~Item~~Asset ~~1.02~~Purchase ~~Termination of a Material Definitive~~ Agreement

~~Effective~~In ~~May~~November ~~14,~~ 2014, ~~the~~Maxwell ~~Company entered into a Modification to Contract for Sale (the “Agreement”) to assign to Sun River Energy~~Resources, Inc. (~~“Sun~~the ~~River~~“Company”) ~~via~~entered ~~Quit~~into ~~claim~~a ~~deed,~~binding ~~mineral~~letter ~~rights~~of ~~held~~intent bypursuant ~~the~~to ~~Company~~ which ~~was initially acquired by~~ the Company onagreed ~~July~~to ~~27,~~purchase ~~2012~~ from Mike ~~Sun~~Edwards ~~River~~and/or ~~pursuant~~his toassigns, aoil ~~Contract~~and ~~for~~gas ~~Sale~~properties ~~(the~~valued ~~“July~~at ~~2012~~a ~~Contract~~Proved ~~for Sale”~~PV(10). Inof ~~connection with the Agreement, Sun River granted to the Company~~ a ~~five~~minimum ~~year~~of ~~lease,~~$1.4 ~~paid~~million ~~up in full, with 2 five year options for all mineral rights originally transferred to~~ (the ~~Company~~“Letter of ~~pursuant to the July 2012 Contract for Sale~~Intent”). The ~~three~~Binding ~~year~~Letter ~~option~~of toIntent ~~acquire~~was upsigned toand 5%effective ~~working~~prior ~~interest~~to inMr. ~~any~~Edwards ~~oil~~joining ~~and~~Maxwell. orOn ~~gas~~July ~~wells~~10, ~~under~~ 2015, the ~~July~~Company ~~2012~~entered ~~Contract~~into ~~for~~an ~~Sale~~Asset ~~was~~Purchase ~~revoked.~~Agreement Inwith ~~connection~~Colfax ~~with~~Exploration ~~the~~Partners ~~Agreement~~I, ~~Sun River returned 27~~LLC,~~384,620~~ ~~shares~~a ofTexas ~~common~~limited ~~stock~~liability company, (~~the~~ “~~Shares~~Seller”), ~~of the Company which were issued~~ pursuant to the ~~July~~Letter ~~2012 Contract for Sale. The Shares were cancelled and returned to the Company’s authorized and unissued shares. After the cancellation~~ of ~~the Shares, the Company has 30,160,906 shares of common stock issued and outstanding~~Intent.

~~Item 5.02~~Pursuant ~~Departure~~to the Asset Purchase Agreement, the Company agreed to purchase from Seller all of ~~Directors~~Seller’s rights, titles and interests in and to certain oil and gas properties and related assets including, but not limited to, (i) oil and gas leases (“Leases”), (ii) Hydrocarbon wells (“Wells”), (iii) certain agreements and contracts with respect to the Leases and Wells, (iv) equipment with respect to the exploration, development or ~~Certain~~maintenance ~~Officers;~~of ~~Election~~the Leases and Wells, (v) Hydrocarbons and proceeds from Hydrocarbons produced from or attributable to the Leases and Wells, (vi) non-exclusive license or sublicense of ~~Directors;~~technical ~~Appointment~~data with respect to the Leases and Wells and (vii) records of ~~Certain~~Seller ~~Officers;~~related ~~Compensatory~~to ~~Arrangements~~the operation and ownership of ~~Certain~~the ~~Officers~~properties and related assets (collectively, the “Assets”). Omitted from the sale and retained by Seller are assets which are specifically excluded as set forth in the Asset Purchase Agreement.

~~Also~~Subject onto ~~November~~certain ~~13,~~exceptions set ~~2014~~forth in the Asset Purchase Agreement, the Company’s ~~Board~~did ofnot ~~Directors~~assume ~~appointed~~the ~~Mr.~~liabilities ~~Mike~~of ~~Edwards~~Seller. toIn ~~serve~~consideration asfor the Assets, the Company’s ~~President,~~agreed ~~Chief~~to ~~Executive~~issue ~~Officer~~warrants to purchase 67,109,000 ~~and~~shares asof common stock (the “Warrants”). The Warrants will be exercisable for a ~~member~~term of 7 years at a price of $0.015 per share of common stock, which represents the VWAP of the Company’s common ~~Board~~stock for the 45 days prior to entry into the Letter of ~~Directors~~Intent. The Warrants provide for cashless exercise.

~~Beginning~~The ~~February~~Asset ~~2014~~Purchase ~~and~~Agreement contains ~~until~~certain ~~November 2014~~representations, ~~Mr.~~warranties ~~Edwards held the position of CEO~~ and ~~Managing~~indemnification ~~Member~~obligations of ~~Colfax~~the ~~Exploration~~parties ~~Partners~~customary ~~1, LLC. From November 2013 until July 2014, he served as a Business Consultant~~ for antransactions ~~oil and gas firm assisting their management team in developing long term strategic plans. From 1990~~ similar to ~~2013~~those ~~Mr.~~contemplated Edwards served as CEO and President of the DFW Center of Farmers Financial Services, building a successful financial services and risk management organization with 40 locations. Mr. Edwards began his career in the oil and gas sector in 1980 as a Structural Engineer employed by Fluor Daniel Engineers in oil refinery and plant design. As he advanced his career he was employed by Litwin Engineering, Inc. and several other engineering firms where he served in various capacities including President, Director of Operations, Project Manager, Lead Structural Engineer and Lead Field Engineer in the ~~oil~~Asset ~~and~~Purchase ~~petrochemical industry~~Agreement. He is a Securities and Exchange Commission Registered Principle holding Series 6, 63, and 26 licenses. He is also a registered Professional Engineer in the State of Texas. Mr. Edwards graduated with honors from Virginia Tech with a Bachelor of Science in Civil Engineering. His thirty years of experience in executive positions and as a structural engineer bring to the Company a broad knowledge of the Company’s business sector as well as an understanding of executive decision-making and corporate management.

~~Mr.~~The ~~Edwards~~preceding summary ~~does not have a family relationship with any~~ of the ~~executive~~Asset ~~officers~~Purchase orAgreement ~~directors~~is ofqualified ~~the~~in ~~Company. There~~its ~~are~~entirety noby ~~arrangements~~reference orto ~~understandings~~the ~~between~~full ~~Mr.~~text ~~Edwards~~of ~~and~~such ~~any~~agreement, ~~other~~a ~~person~~copy ~~pursuant~~of which tois ~~which~~attached heas ~~was~~Exhibit ~~appointed~~10.1 ashereto aand ~~director~~incorporated ofherein ~~the~~by ~~Company.~~reference

~~Item~~Convertible ~~8.01~~Promissory ~~Other~~Notes ~~Events~~

OnDuring ~~December~~the ~~12,~~period from June 2014, athrough ~~final~~June ~~order~~2015, ~~was~~the Company entered ininto ~~the~~Note ~~District~~Purchase ~~Court~~Agreements with certain accredited investors for the sale of ~~Dallas~~convertible ~~County,~~notes ~~Texas,~~(the ~~approving~~“Notes”) in the ~~derivative~~principal ~~settlement~~aggregate ~~against~~amount ~~Sun~~of ~~River~~$180,500 ~~Donal~~with R.varying ~~Schmidt,~~maturity Jrdates through December 2015., ~~Thimothy~~The ~~Wafford,~~Notes ~~James~~are ~~Pennington,~~convertible ~~Judson~~at F.a ~~hoover,~~price ~~Robert~~which B.is ~~Fields~~equal to the lesser of (i) 50% of the average of the lowest three (3) closing bid prices of the Company’s common stock during the ten (10) trading days prior to the conversion date, ~~Stephen~~or W(ii) $.0075. ~~Wahters~~In the case of Notes in the aggregate amount of $57,500, ~~Mark~~such ~~Hall~~conversion ~~and~~price ~~Daniel~~may Mbe adjusted to $0.004. ~~Cofall,~~Certain ~~Kevin~~of ~~Casey~~the Notes ~~and~~in ~~Maxwell~~the ~~Resources~~aggregate principal amount of $30,000 ~~Inc.~~provide ~~The~~for ~~proposed~~a ~~settlement~~conversion ~~will~~price ~~implement~~which ~~corporate~~is ~~governance~~equal ~~changes~~to ~~designed~~the lesser of (i) 50% of the average of the lowest three (3) closing bid prices of the Company’s common stock during the ten (10) trading days prior to ~~protect~~the ~~Sun~~conversion ~~River~~date, ~~and~~or ~~financial~~(ii) ~~reform~~$.01. ~~and~~The ~~modification~~Notes bear interest at a rate of ~~outstanding~~8% ~~notes~~per annum.

In May and June 2015, the Company repaid the principal aggregate amount of $57,500 due under certain of the Notes. Also, In May 2015 and June 2015, the Company entered into an amendment to the Notes issued to investors in May and June 2014 pursuant to which the investors agreed to extend the maturity date on such notes from September, 2014 to September 15, 2015 and waived their right under the certain Note Purchase Agreements dated December 2014 to elect a majority of the directors to the Company’s board of directors. As consideration for such accommodation, the Company agreed to issue to each of the investors 1,000,000 shares of its common stock.

Item 2.02

Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 with respect to the Asset Purchase Agreement is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 with respect to the Convertible Promissory Notes is incorporated by reference herein.

In December 2014, the Company issued a promissory note in the principal amount of $25,000. The Promissory Note bears interest at the rate of 8% and matures on December 20, 2015. The Promissory Note is not convertible into securities of the Company.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth in Item 1.01 is incorporated by reference herein.

Also, in March 2015 the Company issued 4,000,000 shares of its common stock to its former Chief Executive Officer for services rendered to the Company.

In May 2015, the Company issued 1,000,000 shares of its Series C Preferred Stock to its Chief Executive Officer as compensation for services rendered to the Company.

The issuance of the securities described above were completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 5, 2015, the Company filed a Certificate of Designation, which designated 1,000,000 shares of the Company’s Preferred Stock, par value $0.001 as Series C Preferred Stock (the “Series C Preferred Stock”). The Series C Preferred Stock have a stated value of $.01 per share and shall be automatically redeemed or converted, in each case into one share of common stock, upon the 18 months anniversary of the issuance of the Series C Preferred Stock. Holders of the Series C Preferred Stock shall have the right to vote on all matters submitted to the Company’s shareholders for a vote and shall vote as a single class with the common stock of the Company and shall entitle the holder to 77 votes for each share of Series C Preferred Stock.

On June 11, 2015, the Company filed an amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada pursuant to which the Company increased the amount of authorized shares of common stock from 75,000,000 to 200,000,000.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.

	3.1	Certificate of Designation of Series C Preferred Stock as filed with the Secretary of State of the State of Nevada on May 7, 2015.
	3.2	Amendment to the Articles of Incorporation, as filed with the Secretary of State of the State of Nevada on June 11, 2015.
	10.1	Asset Purchase Agreement between Colfax Exploration Partners I, LLC and Maxwell Resources, Inc. dated as of July 27, 2015.
	10.2	Form of Promissory Note.
	10.3	Warrant issued pursuant to Asset Purchase Agreement between Colfax Exploration Partners I, LLC and Maxwell Resources, 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.

Dated: December 24, 2014

	MAXWELL RESOURCES, INC.

Dated: August 3, 2015	By:	/s/ Mike Edwards
	Name:	Mike Edwards
	Title:	President and Chief Executive Officer

~~MAXWELL RESOURCES, INC. /s/ Mike Edwards By: Mike Edwards Title: President and Chief Executive Officer~~4

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