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, 2006

 
CARDINAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in Charter)
 
Nevada
 
1-15383
 
91-2117796
(State or other jurisdiction of
incorporation or organization)
 
(Commission File No.)
 
(IRS Employee Identification No.)
 
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(Address of Principal Executive Offices)
 
303-285-5379
(Issuer Telephone number)
 
 
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))
 
 
This Form 8-K and other reports filed by Cardinal Communications, Inc. (the "Registrant" or the “Company”) from time to time with the Securities and Exchange Commission (collectively the "Filings") contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative if these terms and similar expressions as they relate to the Registrant or the Registrant's management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
 
 
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Item 8.01 Other Events
 
Annual Meeting of the Shareholders
 
On June 6, 2006 Cardinal Communications, Inc. (the “Company”) held its Annual Meeting of the Shareholders. The number of issued and outstanding shares of the Common Stock of Cardinal Communications, Inc. as of May 12, 2006, the record date established by the Board of Directors for determining shareholder eligibility to vote at the meeting, was 445,328,774; the number of issued and outstanding shares of the Series A Preferred Stock of Cardinal Communications, Inc. eligible to vote at the meeting, was 8,750; and the number of issued and outstanding shares of the Series B Preferred Stock of Cardinal Communications, Inc. eligible to vote at the meeting, was 350,000.
 
Each of the common shares voting at the meeting was entitled to one vote. Each of the Series A preferred shares voting at the meeting was entitled to 2000 votes. Each of the Series B preferred shares voting at the meeting was entitled to 100 votes. There were represented personally or by proxy at the meeting stockholders holding an aggregate of 269,741,333 shares of the Common Stock of Cardinal Communications, Inc., representing 61% percent of the total shares eligible to vote; 8,750 shares of the Series A Preferred Stock of Cardinal Communications, Inc., representing 100% percent of the total Series A shares eligible to vote; and 350,000 shares of the Series B Preferred Stock of Cardinal Communications, Inc., representing 100% percent of the total Series B shares eligible to vote.
 
During the meeting the following items were approved:
 
(1) ELECTION OF EIGHT DIRECTORS. Ed Garneau, Richard E. Wilson, Jeffrey Fiebig, Byron Young, Joseph M. Durnford, Robert T. Hale, Robert R. Searls and Kerry D. Briggs elected to serve as directors of the Company until our next annual meeting of the shareholders, or until their respective successors are elected and qualified. There are no other directors on our Board of Directors.
 
(2) RATIFICATION AND APPROVAL OF AUDITORS. The selection of AJ. Robbins, PC as the Company’s independent auditors for the fiscal years ending December 31, 2006 was ratified.
 
(3) APPROVAL OF REVERSE COMMON STOCK SPLIT. Our Board of Directors has been given the discretionary authority, prior to the next annual meeting of the shareholders, if the Board deems it in the best interest of the Shareholders, to amend our Articles of Incorporation to effect a reverse stock split of one of the following amounts: i) one share of common stock for five shares of common stock; ii) one share of common stock for ten shares of common stock, iii) one share of common stock for twenty shares of common stock or iv) one share of common stock for thirty shares of common stock.
 
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(4) APPROVAL OF FORWARD COMMON STOCK SPLIT. Our Board of Directors has discretionary authority, prior to the next annual meeting of shareholders, if the Board deems it in the best interest of the Shareholders, to amend our Articles of Incorporation to effect a forward stock split of two common shares of common stock for each one share of common stock.
 
Votes of the common stockholders received and tabulated at the meeting were as follows:
 
Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
   
FOR
  
ABSTAIN
  
AGAINST
                       
     
     
  
     
  
Edouard Garneau
 
267,401,115
  
2,286,792
  
53,426
             
Richard Wilson
  
267,395,961
  
45,860
  
2,299,512
             
Jeffrey Fiebig
  
266,760,961
  
40,692
  
2,939,680
             
Byron Young
  
269,637,215
  
50,692
  
53,426
             
Joseph M. Durnford
  
269,531,059
  
195,860
  
14,414
             
Robert T. Hale
  
266,657,559
  
830,860
  
2,252,914
             
Robert R. Searls
  
268,911,229
  
200,692
  
629,412
             
Kerry D. Briggs
  
268,911,229
  
825,692
  
4,412
 
For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.

Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:

FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
269,736,239
 
692
 
4,402
 
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:

FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
259,454,613
 
500,034
 
 9,786,686
 
Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:

FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
206,383,263
 
500,230
 
 62,857,840
 
Votes of the Series A Preferred Stockholders received and tabulated at the meeting were as follows:

Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
 
 
     
FOR
     
ABSTAIN
     
AGAINST
                                                                            
  
                  
  
                  
  
                  
Edouard Garneau
     
8,750
    
Richard Wilson
      
8,750
    
Jeffrey Fiebig
      
8,750
    
Byron Young
      
8,750
    
Joseph M. Durnford
      
8,750
    
Robert T. Hale
      
8,750
    
Robert R. Searls
      
8,750
    
Kerry D. Briggs
      
8,750
    
 
For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.

Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:
 
FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
 
 8,750
 
 
 
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:
 
FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
 
8,750
 
 
 
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Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:
 
FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
 
8,750
 
 
 
Votes of the Series B Preferred Stockholders received and tabulated at the meeting were as follows:

Proposal 1. The number of shares cast for, against and withheld with respect to the nominees for election to the Board of Directors to serve until the Annual Meeting of Stockholders to be held in the year 2006 and until his successor shall be elected and qualified was as follows:
 
   
FOR
  
ABSTAIN
  
AGAINST
                                                               
  
                     
  
                     
  
                     
Edouard Garneau
     
350,000 
     
 
     
  
Richard Wilson
  
350,000 
  
 
    
Jeffrey Fiebig
  
350,000 
  
 
    
Byron Young
  
350,000 
  
 
    
Joseph M. Durnford
  
350,000 
  
 
    
Robert T. Hale
  
350,000 
  
 
    
Robert R. Searls
  
350,000 
  
 
    
Kerry D. Briggs
  
350,000 
  
 
    

For the purposes of tabulating votes, directors are elected by a plurality of votes. Abstentions and negative votes had no effect.

Proposal 2. The number of shares cast for, against and withheld with respect to confirmation of A.J. Robbins, P.C., as the Company’s auditors was as follows:
 
FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
350,000
 
 
 
 
 
Proposal 3. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a reverse stock split was as follows:
 
FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
350,000
 
 
 
 
 
Proposal 4. The number of shares cast for, against and withheld with respect to approval of authority to the Board of Directors to implement a forward stock split was as follows:

FOR
         
ABSTAIN
         
AGAINST
                                
 
                                
 
                                
252,780
 
 
 
97,220
 
 
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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 Communications, Inc.
 
 		  
 		  
 
Date: June 12, 2006 By:   /s/ Ronald S. Bass
 
Ronald S. Bass
  Principal Accounting Officer
 

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