CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March 30, 2017, Cardinal Energy Group, Inc. (the Company)
filed with the Nevada Secretary of State an amendment to the
Certificate of Designation for the Companys Series A Preferred
Stock via an Amended and Restated Certificate of Designation of
Series A Preferred Stock (the Amendment) to which (i) the number
of shares of authorized Series A Preferred Stock was increased
from 1,000,000 shares to 10,000,000 shares, (ii) the capital
raise required by the Company prior to the Series A Preferred
Stock being automatically converted was increased from $5,000,000
to $10,000,000; (iii) the percentage of common stock of the
Company, par value $0.00001 per share (the Common Stock) into
which the Series A Preferred Stock is convertible was reduced
from 15% to 10% and (iv) the time in which the Series A Preferred
Stock can be converted was changed from being at any time during
the three years after issuance to any time from the date that is
six months after issuance until three years after issuance. The
Amendment is attached hereto as Exhibit 3.1(a).

Also on March 30, 2017, the Company filed three additional
Certificates of Designation with the Nevada Secretary of State to
designate (i) the Series B Preferred Stock; (ii) the Series C
Preferred Stock; and (iii) the Series D Preferred Stock, in each
case of the Company.

Series B Preferred Stock

There are 1,000,000 shares of Series B Preferred Stock
authorized. No dividends are payable on the shares of Series B
Preferred Stock. The Series B Preferred Stock has no right to
vote on any matter submitted to the shareholders of the Company
for a vote, provided, however, that as long as any shares of
Series B Preferred Stock are outstanding, the vote of at least
51% of the then-outstanding shares of the Series B Preferred
Stock is required to (a) alter or change adversely the powers,
preferences or rights given to the Series B Preferred Stock or to
amend the Certificate of Designation for the Series B Preferred
Stock, (b) amend the Articles of Incorporation of the Company
(the Articles) or other charter documents in any manner that
adversely affects any rights of the holders of the Series B
Preferred Stock, (c) increase the number of authorized shares of
Series B Preferred Stock, or (d) enter into any agreement with
respect to any of the foregoing.

All of the shares of Series B Preferred Stock issued and
outstanding at any time are convertible from time to time at the
option of each holder thereof, at any time from six months after
the date of issuance of the applicable shares of Series B
Preferred Stock until the three year anniversary thereof, for no
consideration to be paid, into shares of Common Stock equal to
10% of the issued and outstanding shares of Common Stock as of
the date of conversion, with any debt or equity of the Company
that is convertible into shares of Common Stock being included in
such calculation on an as-converted basis, with any other any
debt or equity of the Corporation which is convertible into a
percentage of the Common Stock being deemed converted immediately
prior to the conversion of the Series B Preferred Stock, with
each share of Series B Preferred Stock being convertible into a
pro-rata portion of the total 10% of Common Stock.

All shares of Series B Preferred Stock will be automatically
converted into Common Stock on the date that is six months after
the Company has completed one or more raises of capital following
the date that the Certificate of Designation was filed with the
Secretary of State of the State of Nevada (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.

The conversion of the Series B Preferred Stock is subject to a
limitation that the holder does not have the right to convert any
portion of the Series B Preferred Stock to the extent that after
giving effect to such conversion, the holder (together with the
holders affiliates and any persons acting as a group together
with such parties) would beneficially own in excess of the 4.99%
of the Common Stock, provided, however, that this limitation may
be waived by the holder.

Series C Preferred Stock

There are 4,500,000 shares of Series C Preferred Stock
authorized. The Series C Preferred Stock has a Stated Value of
$1.00 per share. Each share of Series C Preferred Stock is
entitled to receive an annual dividend, payable semi-annually in
arrears, in an amount equal to 10% of the Stated Value, prior and
in preference to any declaration or payment of any dividend on
the Common Stock (the Series C Dividend). The Series C Dividend
is cumulative and may be paid or accrued by the Company, in its
sole discretion. Any holder of the Series C Preferred Stock may
elect to have all accrued but unpaid Series C Dividends be paid
to them in cash prior to any conversion of the applicable shares
of Series C Preferred Stock, as discussed below. At the option of
the Company, the Series C Dividend may be deferred until the
expiration of the 36-month period commencing on the issuance date
of the applicable share(s) of Series C Preferred Stock, at which
time all accrued but unpaid Dividends on such shares will be paid
on a cumulative basis.

The Series C Preferred Stock has no right to vote on any matter
submitted to the shareholders of the Company for a vote,
provided, however, that as long as any shares of Series C
Preferred Stock are outstanding, the vote of at least 51% of the
then-outstanding shares of the Series C Preferred Stock is
required to (a) alter or change adversely the powers, preferences
or rights given to the Series C Preferred Stock or to amend the
Certificate of Designation for the Series C Preferred Stock, (b)
amend the Articles or other charter documents in any manner that
adversely affects any rights of the holders of the Series C
Preferred Stock, (c) increase the number of authorized shares of
Series C Preferred Stock, or (d) enter into any agreement with
respect to any of the foregoing.

All of the shares of Series C Preferred Stock issued and
outstanding at any time are convertible from time to time at the
option of each holder thereof, at any time from six months after
the date of issuance of the applicable shares of Series C
Preferred Stock until the three year anniversary thereof, for no
consideration to be paid, into shares of Common Stock equal to
10% of the issued and outstanding shares of Common Stock as of
the date of conversion, with any debt or equity of the Company
that is convertible into shares of Common Stock being included in
such calculation on an as-converted basis, with any other any
debt or equity of the Corporation which is convertible into a
percentage of the Common Stock being deemed converted immediately
prior to the conversion of the Series C Preferred Stock, with
each share of Series C Preferred Stock being convertible into a
pro-rata portion of the total 10% of Common Stock.

The conversion of the Series C Preferred Stock is subject to a
limitation that the holder does not have the right to convert any
portion of the Series C Preferred Stock to the extent that after
giving effect to such conversion, the holder (together with the
holders affiliates and any persons acting as a group together
with such parties) would beneficially own in excess of the 4.99%
of the Common Stock, provided, however, that this limitation may
be waived by the holder.

At any time that is six months following the earlier of (i) the
date that the Company has completed one or more raises of capital
following the date of issuance of the applicable shares of Series
C 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 (ii) the
date that the Companys securities have been listed for trading on
the New York Stock Exchange or the NASDAQ exchange, the Company
has the right to require the holders of the Series C Preferred
Stock to elect to either (A) convert their shares of Series C
Preferred Stock into shares of Common Stock, or (B) cause the
Company to redeem such holders shares of Series C Preferred Stock
(and if the holder does not make an election then option (A) is
deemed to be elected). The redemption price per share is the
Stated Value increased by 10% for each full year from the
issuance date to the date of redemption (and a proportionate
amount of 10% for any partial years).

Series D Preferred Stock

There are 4,600,000 shares of Series D Preferred Stock
authorized. The Series D Preferred Stock has a Stated Value of
$1.00 per share. Each share of Series D Preferred Stock is
entitled to receive an annual dividend, payable semi-annually in
arrears, in an amount equal to 5% of the Stated Value, prior and
in preference to any declaration or payment of any dividend on
the Common Stock (the Series D Dividend). The Series D Dividend
is cumulative and may be paid or accrued by the Company, in its
sole discretion. Any holder of the Series D Preferred Stock may
elect to have all accrued but unpaid Series D Dividends be paid
to them in cash prior to any conversion of the applicable shares
of Series D Preferred Stock, as discussed below. At the option of
the Company, the Series D Dividend may be deferred until the
expiration of the 36-month period commencing on the issuance date
of the applicable share(s) of Series D Preferred Stock, at which
time all accrued but unpaid Series D Dividends on such shares
will be paid on a cumulative basis.

The Series D Preferred Stock has no right to vote on any matter
submitted to the shareholders of the Company for a vote,
provided, however, that as long as any shares of Series D
Preferred Stock are outstanding, the vote of at least 51% of the
then-outstanding shares of the Series D Preferred Stock is
required to (a) alter or change adversely the powers, preferences
or rights given to the Series D Preferred Stock or to amend the
Certificate of Designation for the Series D Preferred Stock, (b)
amend the Articles or other charter documents in any manner that
adversely affects any rights of the holders of the Series D
Preferred Stock, (c) increase the number of authorized shares of
Series D Preferred Stock, or (d) enter into any agreement with
respect to any of the foregoing.

All of the shares of Series D Preferred Stock issued and
outstanding at any time are convertible from time to time at the
option of each holder thereof, at any time from six months after
the date of issuance of the applicable shares of Series D
Preferred Stock until the three year anniversary thereof, for no
consideration to be paid, into shares of Common Stock equal to
55% of the issued and outstanding shares of Common Stock as of
the date of conversion, with any debt or equity of the Company
that is convertible into shares of Common Stock being included in
such calculation on an as-converted basis, with any other any
debt or equity of the Corporation which is convertible into a
percentage of the Common Stock being deemed converted immediately
prior to the conversion of the Series D Preferred Stock, with
each share of Series D Preferred Stock being convertible into a
pro-rata portion of the total 55% of Common Stock.

The conversion of the Series D Preferred Stock is subject to a
limitation that the holder does not have the right to convert any
portion of the Series D Preferred Stock to the extent that after
giving effect to such conversion, the holder (together with the
holders affiliates and any persons acting as a group together
with such parties) would beneficially own in excess of the 4.99%
of the Common Stock, provided, however, that this limitation may
be waived by the holder.

At any time that is six months following the earlier of (i) the
date that the Company has completed one or more raises of capital
following the date of issuance of the applicable shares of Series
D 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 (ii) the
date that the Companys securities have been listed for trading on
the New York Stock Exchange or the NASDAQ exchange, the Company
has the right to require the holders of the Series D Preferred
Stock to elect to either (A) convert their shares of Series D
Preferred Stock into shares of Common Stock, or (B) cause the
Company to redeem such holders shares of Series D Preferred Stock
(and if the holder does not make an election then option (A) is
deemed to be elected). The redemption price per share is the
Stated Value plus any accrued and unpaid Series D Dividends.

The descriptions of the terms and conditions of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock and the Series D Preferred Stock set forth herein
are qualified in their entirety to the text of the respective
Certificates of Designation as attached hereto as Exhibits
3.1(a), 3.1(b), 3.1(c) and 3.1(d), respectively.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

About CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX)

Cardinal Energy Group, Inc. is engaged in the business of acquiring, developing and operating oil and gas leases. These operations are primarily focused on properties in which it holds a leasehold interest. The Company owns interests in oil and gas leases located in the north-central section of Texas. It holds approximately 85% working interest in the Dawson-Conway leases located in Shackelford County, Texas. The property consists of approximately 41 wells on over 618 acres. It holds approximately 100% working interest in the Powers-Sanders lease located in Shackelford County, Texas. The property consists of approximately 385 acres and over five producing oil wells. It holds approximately 100% working interest in the Stroebel-Broyles leases located in Eastland County, Texas. It holds approximately 43.75% working interest in the Fortune prospect located in Shackelford County, Texas. It holds over 100% working interest in the Bradford West lease.

CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) Recent Trading Information

CARDINAL ENERGY GROUP, INC. (OTCMKTS:CEGX) closed its last trading session up +0.00080 at 0.00280 with shares trading hands.