Item 3.02. Unregistered Sales of Equity Securities
On May 28, 2020, Foothills Exploration, Inc. (the "Company") filed a Certificate
of Designation designating the rights and restrictions of its Series A Preferred
Stock with the Delaware Secretary of State. Of the 25,000,000 preferred shares
authorized at a par value of $0.0001 per share, 10,000,000 were designated as
Series A Preferred Stock. The Series A Preferred Stock is convertible at the
option of the holder into 200 common shares per one share of Series A Preferred
Stock. The Series A Preferred Stock provides for liquidation and dividend rights
on an as-if-converted basis into equivalent common shares. The Series A
Preferred Stockholders have voting rights with the common shareholders on an
as-if-converted basis. The holders of Series A Preferred Stock have the right,
voting as a separate class, following a "Change of Control" (as defined), to
elect a majority of the members of the Company's Board of Directors and to
remove from office such directors and to fill any vacancy caused by the
resignation, death or removal of such directors. The foregoing description is a
summary of the Certificate of Designation which does not purport to be complete.
The foregoing summary is qualified in its entirety by reference to the
Certificate of Designation attached hereto as Exhibit 3.1.
On May 28, 2020, the Company issued 5,000,000 shares of Series A Preferred Stock
to a related party, Beijing Gas Blue Sky Holding Limited, pursuant to an
agreement dated April 6, 2020, yielding total cash proceeds of $50,000, net to
the Company. As a condition of this transaction, the Company's Executive
Chairman, Kevin J. Sylla, also agreed to convert $100,000 of outstanding debt
owed to him by the Company into 5,000,000 shares of Series A Preferred Stock.
Each share of Series A Preferred Stock is convertible into 200 shares of the
Company's common stock. A total of 10,000,000 shares of Series A Preferred Stock
convertible into 2,000,000,000 shares of common stock were issued.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No Description
3.1 Certificate of Designation Series A Preferred Stock
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FOOTHILLS EXPLORATION, INC. 
