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 8, 2006
CARDINAL
COMMUNICATIONS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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1-15383
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91-2117796
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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11101
West 120th Avenue, Suite 400
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.
Item
7.01 Regulation
FD Disclosure
As
previously disclosed, the Company is a defendant in a proceeding styled Jantaq,
Inc. v. Cardinal Communications, Inc., originally filed in Los Angeles County
Superior Court on April 13, 2006. The case has been removed to the United States
District Court for the Central District of California and is pending as Case
No.
CV-06-2900. The complaint alleges breach of contract and fraud claims against
the Company and seeks $300,000 in damages together with interest and attorney’s
fees. On June 7, 2006 the Company filed an amended answer and asserted
counterclaims against Jantaq for misrepresentation, fraud, unfair business
practices, and insider trading. The allegations supporting the Company’s
counterclaim involve a previously undisclosed financial and/or control
relationship between a former Chairman and CEO and Jantaq. The Company intends
to vigorously defend the action and prosecute the counterclaims. However, the
Company cannot control the outcome and extent of the losses, if any, that may
be
incurred. The Company will provide updates concerning any material developments
in this lawsuit in its Form 10-Q for the second quarter of 2006 and its periodic
reports thereafter in accordance with applicable rules governing disclosure
of
legal proceedings.
Item
9.01. Financial
Statements and Exhibits
(a)
Financial Statements of Businesses Acquired.
None.
(b)
Pro
Forma Financial Information.
None.
(c)
Exhibit Index.
Exhibit
No. Description
None.
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.
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Cardinal
Communications, Inc.
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By: |
/s/ Edouard
A. Garneau |
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President
and Chief Executive
Officer
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Date:
June 13, 2006