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 6, 2011

 
PAXTON ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada
0-52590
20-1399613
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449
Mailing Address:  P.O. Box 1148, Zephyr Cove, NV 89448-1148
(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 588-5390

Copy of correspondence to:

Richard A. Friedman, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Tel:  (212) 930-9700   Fax:  (212) 930-9725

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 3.02 Unregistered Sales of Equity Securities.

On June 6, 2011, Paxton Energy, Inc. (the “Company”) issued 15 million shares of common stock to Charles Volk, the Company’s Chief Executive Officer and 750,000 shares of common stock to James Burden, the Company’s President, as a bonus for services rendered to the Company.

In addition, on June 7, 2011, we issued 1,067,825 shares of common stock to four accredited investors upon the conversion of $50,000 in outstanding convertible debentures.

As of June 7, 2011, the Company had 58,715,556 shares of common stock issued and outstanding.

SIGNATURE

Pursuant to the requirement 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.


PAXTON ENERGY, INC.

Date:  June 9, 2011
By: /s/ JAMES E. BURDEN
 
James E. Burden
 
President
 
 
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