U.S. 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): ~~July~~August 311, 2017

CARDINAL ENERGY GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-53923	26-0703223
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

500 Chestnut Street, Suite 1615

Abilene, TX

79602

(Address of Principal Executive Offices)

(Zip Code)

Company’s telephone number, including area code: (325)-762-2112

(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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective as ~~July~~of 31August 1, 2017, ~~Timothy Crawford~~the ~~resigned~~Board asof aDirectors ~~Director and as~~ (the ~~Chief~~“Board”) ~~Executive Officer~~ of Cardinal Energy Group, Inc. (the “Company”). appointed Mr. ~~Crawford’s~~Paul ~~resignation~~Carlisle ~~was~~as ~~not~~ the ~~result~~Chief ofOperating ~~any~~Officer ~~disagreement~~of ~~with~~ the Company, onand ~~any~~as ~~matter~~a ~~relating~~Director toof ~~its~~the ~~operation,~~Company. Mr. Carlisle was ~~policies~~not ~~(including~~previously ~~accounting~~an employee or ~~financial~~officer ~~policies)~~of orthe ~~practices~~Company.

~~Effective as of August~~Mr. 1Carlisle, ~~2017~~age 42, ~~the~~holds ~~Board~~a ofBBA ~~Directors~~from of the ~~Company~~University ~~appointed~~of ~~Mr.~~North ~~Stanley~~Texas ~~Robert~~in ~~Ford~~Decision asSciences ~~the~~with ~~Chief~~a ~~Executive~~focus ~~Officer~~on ofStatistical ~~the~~Analysis ~~Company,~~in ~~and~~Data asMining aand ~~Director~~Data ofWarehousing, ~~the~~received ~~Company.~~in Mr2000. ~~Ford was not previously an employee or officer of the Company.~~

~~Mr.~~In ~~Ford,~~early ~~MBA~~2008, ~~age~~Mr. 73Carlisle, founded Carlisle USA Energy Company. The purpose was ato ~~professional~~seek ~~engineer~~out ~~registered~~working interest in ~~the~~existing ~~Province~~and new drilling ventures with some of ~~British~~the ~~Columbia~~largest ~~for~~operators 44in ~~years~~the oil and gas industry. HeDrawing ~~was~~on ~~granted~~almost a10 ~~MBA~~years of experience helping ingrow ~~finance~~several ~~from~~startup ~~Simon~~oil ~~Fraser~~and ~~University~~gas companies in ~~1983.~~Texas, Mr. ~~Ford~~Carlisle ~~previously~~wanted ~~received~~to aput ~~BAp~~his skills to work for the public.~~Sc.~~ inHe ~~Civil~~sought ~~Engineering~~out acreage inand ~~1967~~working ~~from~~interest ~~the~~with BP American, Apache Corporation and XTO Energy to name a few, allowing his partners an opportunity ~~University~~to ofparticipate ~~British~~with ~~Columbia~~major operators directly in their projects.

~~Mr.~~After ~~Ford~~almost ~~has~~5 ~~managed~~years ~~professionals~~of growing Carlisle USA Energy, in ~~oil~~2012 ~~and~~Mr. ~~gas~~Carlisle ~~exploration~~opened ~~and~~EOI ~~mineral~~Eagle ~~exploration~~Operating to capitalize on the ferocious appetite for oil in early 2012. With a ~~period~~strong understanding of 18AFE’s, ~~years.~~Joint InOperating ~~prior~~Agreements ~~years,~~and heland man work. EOI ~~worked~~secured oncontracts ~~major~~from ~~civil~~local oil and ~~structural~~gas ~~projects~~companies in ~~Canada~~the ~~for~~Dallas, ~~the~~Fort ~~international~~Worth ~~consulting~~area. ~~engineering~~EOI ~~firm~~can ofturn ~~Delcan.~~key Inentire ~~the~~projects ~~early~~from prospecting ~~1970’s~~and ~~Mr.~~obtaining ~~Ford~~leases ~~was~~through ~~located~~the inplanning ~~London,~~and ~~England~~drilling phases and ~~carried~~finally ~~civil~~the completion and ~~structural~~day ~~projects~~to inday ~~Europe~~operations. EOI owned and ~~Africa.~~operated Inits own drilling rig in the ~~late 1960’s~~early ~~Mr.~~years ~~Ford~~and ~~was~~to ~~stationed~~this inday ~~Sydney~~still ~~Australia~~owns and ~~was~~operates aseveral ~~senior~~service ~~structural~~rigs ~~design~~along ~~engineer~~with inall the ~~charge~~necessary ofequipment to service almost any shallow well within a ~~large~~150-mile ~~design team~~radius of its yard.

InMr. ~~July~~Carlisle ofhas ~~2007~~not ~~Mr.~~served ~~Ford~~as ~~was~~a ~~appointed~~ director of ~~TMM,~~any ~~Inc.,~~other apublic ~~position~~companies in ~~which~~the heprior ~~still~~5 ~~serves,~~years. ~~and where~~ Mr. ~~Ford~~Carlisle hecurrently ~~was responsible~~beneficially ~~for~~owns ~~reviving the company from bankruptcy proceeding in 1998. TTM~~169,000 ~~Inc.~~shares isof ~~a company listed on~~ the ~~OTC~~Company’s ~~Markets,~~common ~~and was initially involved in fractal digital compression~~stock. ~~He has been responsible for all Corporate filings and raising capital for the company.~~

~~Mr.~~In ~~Ford~~connection ~~was~~with ~~appointed~~his toappointment the ~~positions~~Company Mr. Carlisle entered into an employment agreement, dated as of ~~president~~August 1, ~~treasurer~~2017 (the “Employment Agreement”). The Employment Agreement provides that the Company will employ Mr. Carlisle as the Company’s Chief Operating Officer and ~~secretary~~that management of ~~Otish~~the ~~Resources,~~Company ~~Inc~~will use its best efforts to have Mr. inCarlisle ~~February~~nominated ~~2003~~for ~~and~~a ~~resigned~~seat on ~~March~~the ~~2006~~Board. ~~Otish~~The ~~was~~Employment ~~taken~~Agreement ~~over~~has bya ~~China~~term that began on August 1, 2017 and which will end on the one-~~Biotics~~year anniversary thereof, ~~Inc~~provided, however, that the term will automatically renew for successive one-year terms, unless Mr. Carlisle or the Company gives written notice to the other not less than 60 days prior the expiration of any such one-year term that he or it, as the case may be, is aelecting ~~publicly~~not ~~traded~~to ~~company~~so extend the term of the on the ~~OTC~~Employment BBAgreement.

~~From~~The ~~June~~Employment ~~1990~~Agreement toprovides ~~January~~that ~~2004,~~ Mr. ~~Ford~~Carlisle ~~was~~will ~~the~~be ~~President~~paid ~~and~~a ~~Chairman~~salary of ~~the~~$200,000 ~~Board~~per ofyear, ~~Directors~~which ofwill ~~Pallaum~~be ~~Minerals~~increased ~~Ltd.~~3% ~~(“Pallaum”). In~~a ~~such capacity~~year, and hethat ~~has~~Mr. ~~managed~~Carlisle ~~all~~will ~~aspects~~be ofentitled ato ~~publicly~~participate ~~traded~~in ~~exploration~~any ~~company,~~bonus ~~which~~program ~~was~~implemented ~~traded~~by on the ~~TSX~~Compensation ~~Venture~~Committee ~~Exchange~~of the Board ~~and~~for ~~was~~the aCompany’s ~~company~~senior ~~reporting~~executives generally, with ~~the~~pertinent ~~Securities~~terms and ~~Exchange~~goals ~~Commission~~to (be established quarterly or otherwise by the ~~“SEC”)~~Compensation Committee in its sole discretion. HeMr. ~~was~~Carlisle ~~responsible~~shall ~~for~~be ~~preparing~~entitled, subject to the terms and conditions of the ~~business~~appropriate plans, ~~hiring~~to ~~staff~~all ~~and~~benefits ~~consultants.~~provided ~~Pallaum~~by ~~conducted~~the ~~exploration~~Company ~~programs~~to ~~which~~senior ~~included~~executives ~~oil~~generally ~~and~~from ~~gas~~time to time during the term of the Employment Agreement, and with various other ~~minerals~~customary benefits as set forth in the Employment Agreement.

In the event of Mr. ~~Ford~~ ~~has~~Carlisle’s ~~also~~death ~~served~~or asdisability aduring ~~Director~~the term of ~~Wildcat~~the ~~Minerals~~Employment ~~Ltd.~~Agreement, ~~from~~for ~~September~~a ~~2000~~period equal to ~~December,~~the ~~2003,~~lesser of as(i) 12 months ~~Director~~following the date of ~~International Oil~~such ~~and~~death ~~Gas~~or ~~from~~disability ~~April,~~or ~~2000~~(ii) the tobalance ~~March,~~of ~~2001,~~the asterm athat ~~Director~~would ofhave remained ~~Olympic~~at ~~Stone~~such ~~Ltd~~date had Mr. Carlisle’s death or disability not occurred, ~~from~~the ~~November~~Company ~~2001~~will continue to ~~October,~~pay ~~2002~~to Mr. HeCarlisle (or ishis ~~President and~~estate) ~~Director~~Mr. ofCarlisle’s ~~International~~then ~~Royalties~~effective ~~Corp.,~~per aannum ~~management~~rate ~~firm~~of salary, ~~from~~and ~~1984~~provide to ~~present.~~ Mr. ~~Ford~~Carlisle ~~was~~(or ato ~~member~~his offamily ~~the Professional~~members ~~Engineers~~covered ~~and~~under ~~Geoscientists~~his offamily ~~British~~medical ~~Columbia~~coverage) ~~from~~the ~~1972~~same family medical coverage as provided to ~~2016~~Mr. Carlisle on the date of such death or disability.

The Employment Agreement and the employment of Mr. Carlisle may be terminated in various circumstances, including by the Company with ~~Ford~~or ~~currently~~without ~~beneficially~~“Cause” ~~owns~~(as 1defined below) or by Mr. Carlisle with 30 days’ advance notice to the Company,~~919~~ and will be terminated automatically if Mr. Carlisle does not accept assumption of the Employment Agreement by,~~000~~ ~~shares~~or an offer of employment from, a purchaser of all or substantially all of the assets of the Company’s. ~~common~~The ~~stock~~Employment Agreement may also be terminated at any time by Mr. Carlisle if the Company materially breaches the Employment Agreement and fails to cure such breach within 30 days of written notice of such breach from Mr. Carlisle.

~~SIGNATURE~~If Mr. Carlisle’s employment with the Company is terminated by the Company without Cause or by Mr. Carlisle pursuant to the provisions above following the acquisition of all or substantially all of the assets of the Company, in either case other than within two years after a change in control of the Company, the Company shall (i) continue to pay to Mr. Carlisle the annual rate of salary then in effect and provide him and his family with the benefits described above for a period of three (3) months.

~~Pursuant~~If Mr. Carlisle’s employment is terminated by the Company with Cause or is terminated by Mr. Carlisle pursuant to the ~~requirements~~provisions above offollowing ~~Section~~the 13acquisition of all or ~~15(d)~~substantially all of the ~~Securities~~assets ~~Exchange Act~~ of ~~1934~~the Company, ~~the~~Mr. ~~Registrant~~Carlisle ~~has~~shall ~~duly~~be ~~caused~~entitled ~~this~~to ~~report~~no tofurther becompensation ~~signed~~or onother ~~its~~payments ~~behalf~~or bybenefits under the ~~undersigned~~Employment Agreement, ~~thereunto~~except ~~duly~~as ~~authorized~~to that portion of any unpaid salary and benefits accrued and earned by him up to the date of termination.

	CARDINAL ENERGY GROUP, INC.
Dated: August 4, 2017	By:	/s/ Stanley Ford
		Stanley Ford
		Chief Executive Officer

For purposes of the Employment Agreement, “Cause” means (i) Mr. Carlisle’s conviction of, or plea of “no contest” to, a felony; (ii) Mr. Carlisle’s willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or (iii) Mr. Carlisle’s material breach of any provision of the Employment Agreement, which breach has not been cured in all material respects within 20 days after the Company gives notice thereof to Mr. Carlisle.

The Employment Agreement also contains customary noncompete, non-solicitation and confidentiality provisions which apply to Mr. Carlisle.

The forgoing description of the Employment Agreement is qualified in its entirety to the full Employment Agreement, which is attached hereto as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.

Description

10.1

Employment Agreement, dated August 1, 2017, between Cardinal Energy Group, Inc. and Paul Carlisle.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CARDINAL ENERGY GROUP, INC.

Dated: August 7, 2017	By:	/s/ Stanley Ford
		Stanley Ford Chief Executive Officer

Filing Compare · Cardinal Energy Group, Inc.