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): ~~June~~December 1013, 2016

CARDINAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-54360	47-1579622
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

201 Penn Center Blvd. Suite 401

Pittsburgh, PA 15235

(Address of principal executive offices) (Zip Code)

(412) 374-0989

(Registrant's telephone number, including area code)

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 1.02 Termination of a Material Definitive Agreement.

~~Item~~As 2previously reported, on December 10, 2015, Cardinal Resources, Inc.~~04 Triggering~~ ~~Events~~(the ~~That~~"Company," ~~Accelerate~~"we" or ~~Increase~~"us") entered into a ~~Direct~~Securities ~~Financial~~Purchase ~~Obligation~~Agreement or(the an"SPA") ~~Obligation~~with ~~under~~Hangzhou anSky ~~Off-Balance~~Valley ~~Sheet~~Water ~~Arrangement~~Technology Co., Ltd., a water technology company based in Hangzhou, China Zhenjiang Province (the "Purchaser").

AsEffective ~~previously~~December ~~reported~~13, ~~Cardinal Resources~~2016, ~~Inc.~~we ~~(the~~have ~~"Company")~~terminated ~~has~~the ~~outstanding various convertible promissory notes~~SPA.

~~Two~~The ofSPA ~~these~~had ~~notes~~provided ~~have~~for ~~matured,~~the ~~with~~issuance ~~outstanding~~of ~~principal,~~shares ~~accrued~~of ~~interest~~common ~~and~~stock, ~~penalties in the aggregate amount of~~ $~~80,000~~. ~~Effective~~001 ~~June~~par ~~10,~~value ~~2016~~per share, ~~the~~equal ~~Company~~to ~~agreed~~up ~~with~~to ~~the~~51% ~~holders~~of ~~thereof~~our toissued ~~pay~~and ~~off~~outstanding ~~the~~shares ~~outstanding~~of ~~amounts~~common ~~owed~~stock ~~thereunder~~as inof ~~two~~the ~~equal~~closing ~~installments~~of tothe betransaction ~~made~~in onconsideration ~~June~~of 17aggregate ~~and~~gross ~~July~~proceeds 1,of ~~2016~~$7,500,000.

AnThe ~~additional~~transaction ~~four~~was ofmeant ~~these~~to ~~notes~~be ~~have~~closed ~~matured,~~in ~~with~~two ~~outstanding~~tranches. The ~~principal~~first tranche contemplated the issuance of 36,000,000 ~~accrued~~shares ~~interest~~of ~~and~~common ~~penalties~~stock inat ~~the~~a ~~aggregate~~purchase ~~amount~~price of $~~100~~3,750,000 or $0. ~~Effective~~10417 ~~June~~per 10share, ~~2016,~~and ~~the~~was ~~Company~~conditioned ~~agreed~~upon ~~with~~satisfaction ~~the~~of ~~holders~~standard ~~thereof~~and tocustomary ~~pay~~closing ~~off~~conditions. The second tranche contemplated the ~~outstanding~~issuance ~~amounts~~of ~~owed~~that ~~thereunder~~number inof ~~four~~shares ~~equal~~of ~~installments~~common stock sufficient to beresult ~~made~~in ~~starting~~Purchaser onowning ~~July~~51% 8of our issued and ~~ending~~outstanding onshares ~~August~~of 8,common ~~2016~~as ~~(with~~of the ~~interim~~closing ~~payments~~of tothe besecond ~~made~~tranche onat ora ~~about~~purchase ~~July~~price 18of $3,750,000, and ~~July~~was ~~28,~~conditioned ~~2016).~~upon satisfaction of standard and customary closing conditions and achievement of the following milestones:

	·	board and management composition acceptable to us and the Purchaser;
	·	forming a joint venture with the Purchaser in China ("China JV");
	·	the China JV having manufactured two of our CRB units meeting our quality standards;
	·	the transfer to the China JV of our manufacturing rights and obligations under our agreement with Bayelsa Nigeria; and
	·	using our commercially reasonable best efforts to cause our financing and manufacturing rights and obligations under our agreement with CAMWATER (the water utilities corporation of Cameroon) to be transferred to the China JV.

Proceeds were to be used for general corporate and working capital purposes, including repayment of indebtedness, making key hires, and funding the China JV.

As permitted by the terms of the SPA, we have terminated the agreement because Purchaser did not close the first tranche (among other things, Purchaser did not transfer immediately available funds to the Company). A portion of the funds were placed into a trust account, but only a portion of those funds were released. For the funds released, Cardinal Resources issued 4,896,905 shares of common stock to Hangzhou Sky Valley Water Technology Co Ltd. In addition, Purchaser has made no apparent progress toward completing the second tranche milestones.

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 Resources, Inc.
Date: June 13, 2016	By:	/s/ Kevin Jones
Date: December 13, 2016	By:	/s/ Kevin Jones
		Kevin Jones
		Chief Executive Officer

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