~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE~~

~~SECURITIES~~THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (~~date~~Date of earliest event reported): ~~August~~January 2319, ~~2017~~2018

~~CARDINAL~~Cardinal ~~ENERGY~~Energy ~~GROUP~~Group, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

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

500 Chestnut Street, Suite 1615 Abilene, TX		79602
Two Galleria 13455 Noel Road Suite 925 Dallas, Texas		75240
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

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

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 (1717CFR ~~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 provided pursuant to Section 13(a) of the Exchange Act. [ ]

SECTION 5 – Corporate Governance and Management

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

On ~~September~~January 2219, ~~2017~~2018, ~~Cardinal Energy Group, Inc~~Mr. ~~(the~~John ~~“Company”)~~Jordan ~~named~~resigned ~~R. Dayton Royse M.D.~~ as amembers ~~Director~~ of the ~~Company. Dr.~~Board ~~Royse does not currently serve on any committees~~ of ~~the Board~~Directors. DrMr. ~~Royse,~~Jordan ~~aged~~has ~~87,~~decided ~~grew~~to upretire infrom ~~Oklahoma,~~corporate duties ~~and~~after ~~joined~~48 ~~the~~years ~~U.S. Navy~~ in ~~1946,~~the ~~where~~oil heand ~~served~~gas ~~honorably~~business ~~until~~and ~~1950.~~devote ~~During~~his ~~that~~ time, ~~Dr.~~to ~~Royse~~his ~~was~~extensive ~~stationed~~family ~~on Guam~~ and ~~then~~to inhis ~~Japan~~volunteer ~~aboard the~~work ~~aircraft~~with ~~carrier the U~~US veterans.~~S.S.~~ ~~Philippine~~There ~~Sea,~~was inno ~~support~~known ofdisagreement ~~the~~with UMr.S. ~~ground~~Jordan ~~forces~~on inany ~~Korea.~~matter ~~Dr.~~relating ~~Royse~~to ~~was~~our ~~discharged~~operations, topolicies ~~inactive duty~~or ~~in 1951~~practices.

~~Dr.~~Also ~~Royse~~on ~~attended~~January ~~South~~19, ~~Western~~2018, ~~Oklahoma~~our ~~State~~Board ~~University~~of ~~from~~Directors ~~1952~~appointed ~~to 1954 and graduated with honors with a Bachelor of Science degree~~Mr. ~~Thereafter, Dr~~J. ~~Royse~~Richard ~~attended~~(Rick) ~~Oklahoma~~Iler ~~University~~as ~~Medical~~our ~~School,~~Chief ~~from~~Financial ~~1954 to 1958, from which he received his M~~Officer.D.

DrMr. ~~Royse~~Iler ~~interned~~has atbeen ~~St.~~a ~~Anthony~~financial ~~Hospital~~and accounting professional experienced in ~~Oklahoma~~both ~~City~~public ~~from~~and ~~1958~~privately toheld ~~1959~~early stage companies for over 30 years, serving as a Chief Financial Officer of various technology companies. He has extensive capital markets, corporate finance and ~~thereafter~~venture ~~practiced~~capital ~~general~~experience. ~~medicine~~Throughout his career, he has experience in ~~Weatherford~~merger and acquisitions, structuring, sourcing OKor ~~from~~closing ~~1959~~of tonearly ~~1966~~$400mm in debt and nearly $200 mm in equity financings in various structures. DrHe founded Iler and Associates Investment Banking raising funding for several drilling programs. ~~Royse~~He ~~was~~has inserved anas ~~anesthesia~~a ~~residency~~board atmember ~~the~~and Vcorporate secretary responsible for, corporate governance, shareholder communications and investor relations.A. ~~Hospital~~His onprevious ~~Oklahoma~~experience ~~City~~includes ~~from~~institutional ~~1961~~corporate bond tosales ~~1967~~at major bulge bracket firms and fixed income portfolio manager, inTreasurer ~~the~~and Chairman of Asset/Liability Committee ~~anesthesia~~for ~~practice~~a ~~from~~regional ~~1960~~Texas tosavings ~~1976~~bank. Most recently, he is a co-founder and inBoard Member of InfoGPS Networks, Inc., a cybersecurity firm that tracks all devices and data on the ~~ophthalmologic~~information ~~anesthesia~~network, ~~practice~~continually, ~~from~~ranks ~~1976~~the tosensitivity of data by device and provides a cyber value of the ~~present~~cost of remediating such a breach.

DrMr. ~~Royse~~Iler does not hold and has ~~operated~~not ~~his~~held ~~own~~over ~~business,~~the ~~Dayton~~past ~~Royse~~five MDyears ~~Inc.,~~any ~~and~~other ~~served~~directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as ~~its~~an ~~President,~~investment ~~since~~company ~~1969~~under the Investment Company Act of 1940.

~~Item~~There ~~5.03~~are ~~Amendments~~no tofamily ~~Articles~~relationships ofbetween ~~Incorporation~~Mr. orIler ~~Bylaws;~~and ~~Change~~any inof ~~Fiscal~~our ~~Year~~directors or executive officers.

OnAside ~~August~~from ~~23, 2017,~~ the Company filed with the Nevada Secretary of State an amendment to the Certificate of Designation for the Company’s Series B Preferred Stock via an Amended and Restated Certificate of Designation of Series B Preferred Stock (the “Series B Amendment”) pursuant to which the Company (i) added a stated value of $0.20 (the “Series B Stated Value”) to each share of Series B Preferred Stockfollowing, ~~(ii) increased the number of shares of common stock, par value $0~~Mr.~~00001~~ ~~per~~Iler ~~share, of~~has ~~the~~not ~~Company~~had (the “Common Stock”) into which the Series B Preferred Stock is convertible in a voluntary conversion from 10% of the number of issued and outstanding shares of Common Stock to 15% of the number of issued and outstanding shares of Common Stock, (iii) added a provision that the number of shares of Common Stock into which the Series B Preferred Stock is convertible in a mandatory conversion is the same as in a voluntary conversion, and (iv) added a provision that, at any ~~time~~material ~~following the~~direct ~~earlier of (1) the date that the Company has completed one~~ or ~~more~~indirect ~~raises~~interest ofin ~~capital following the issuance date of the applicable shares of Series B Preferred Stock through the issuance of~~ any ~~equity securities~~ of the Company~~, which collectively result in total capital raised and received by the Company of at least $10,000,000 and (2) the date that the Company~~’s ~~securities have~~transactions ~~been listed for trading on the New York Stock Exchange~~ or ~~the NASDAQ Stock Market, the Company shall have the right to require~~ ~~the~~proposed ~~holders~~transactions ofover the ~~Series~~last Btwo Preferred Stock to elect to either (A) convert their shares of Series B Preferred Stock into shares of Common Stock, or (B) cause the Company to redeem such holder’s shares of Series B Preferred Stock, which redemption would be at a price equal to the Series B Stated Valueyears. ~~The description of the Series B Amendment as set forth herein is qualified in its entirety to the Series B Amendment filed as Exhibit 3.1(a) and incorporated herein by reference.~~

On ~~August~~January 2315, ~~2017~~2018, ~~the~~we ~~Company~~entered filed with the Nevada Secretary of State an amendment to the Certificate of Designation for the Company’s Series D Preferred Stock via an Amended and Restated Certificate of Designation of Series D Preferred Stock (the “Series D Amendment”) pursuant to which the Company (i) increased the number of authorized shares of Series D Preferred Stock from 4,600,000 to 7,000,000 shares, (ii) added a stated value of $0.50 (the “Series D Stated Value”) to each share of Series D Preferred Stock, (iii) deleted the dividend payable on the Series D Preferred Stock, (iv) reduced the number of shares of Common Stock into ~~which the Series D Preferred Stock is convertible in~~ a ~~voluntary~~three ~~conversion~~month ~~from~~Consulting ~~55%~~Agreement ofwith ~~the~~Mr. ~~number~~Iler ~~of issued and outstanding shares of Common Stock~~ to ~~50%~~serve ofas ~~the~~Chief ~~number~~Financial ofOfficer. ~~issued~~We ~~and outstanding shares of Common Stock, (v) revised the redemption and conversion~~agreed ~~provisions applicable~~ to ~~the~~pay ~~Series~~Mr. DIler ~~Preferred Stock to provide that at any time on or before July 31, 2018, the Company has the right to redeem any holder’s shares of Series D Preferred Stock at~~ a ~~price~~monthly ~~per~~retainer ~~share~~fee of ~~the Series D Preferred Stock equal to the Series D Stated Value~~$2, ~~and (vi) deleted the right of the Company to cause the holders to elect to either convert the Series D Preferred Stock or to have the Company redeem the Series D Preferred Stock~~500. ~~The~~A ~~description~~copy of the ~~Series~~Consulting DAgreement ~~Amendment as set forth herein~~ is ~~qualified~~attached inhereto ~~its entirety to the Series D Amendment filed~~ as Exhibit 310.1~~(b) and incorporated herein by reference~~.

~~Item~~SECTION ~~7.01~~8 ~~Regulation~~– FDOther ~~Disclosure.~~Events

OnItem ~~September 22, 2017, the Company’s board of directors increased the size of the board from 3 to 4 persons and appointed Dr~~8. ~~Royse~~01 toOther fill the vacancy created by the increase. Following the appointment of Dr. Royse to the board, the board is comprised of the following individuals: Dr. Royse, Paul Carlisle, John Jordan and Stanley Ford.Events

We have officially severed all ties with Mr. Tim Crawford effective on January 19, 2018. Mr. Crawford has been aiding our new management to locate documents for the 2016 audit since he resigned on July 31, 2017 as Director and Chief Executive Officer. Mr. Crawford maintained a consulting-based relationship only through the transition into new management and that relationship has now been terminated by our Board of Directors.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Consulting Agreement
99.1		Cardinal Energy Announces Corporate Changes

Exhibit		Description
3.1(a)		Amended and Restated Certificate of Designation of Series B Preferred Stock
3.1(b)		Amended and Restated Certificate of Designation of Series D Preferred Stock

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 ENERGY GROUP, INC.
Dated: September 25, 2017	By:	/s/ Stanley Ford
		Stanley Ford
		Chief Executive Officer

Cardinal Energy Group, Inc.

*/s/ Stanley Ford*
Stanley Ford
Chief Executive Officer

Date: January 25, 2018

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