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):  September 15, 2008

PAXTON ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada	000-52590	20-1399613
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)
2533 North Carson Street, Suite 6232
Carson City, NV		89706
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code:		(775) 841-5049
N/A
(Former name or former address, if changed since last report)

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:

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 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 11, 2008, Paxton Energy, Inc. (the “Company”) received notice from Keith J. McKenzie, the Company’s Chief Operating Officer, of his resignation from that position effective as of September 15, 2008.  The Company has no immediate plans to pursue a replacement for Mr. McKenzie.

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.

	PAXTON ENERGY, INC.
	Registrant
Dated:  September 15, 2008	By:	/s/ Robert Freiheit
		Robert Freiheit, President