8-K

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): July 2, 2015

BLUE LINE PROTECTION GROUP, INC.
(Exact name of Registrant as specified in charter)
Nevada		000-52942			20-5543728
(State of Other Jurisdiction of Incorporation)		(Commission File Number)			(IRS Employer Identification No.)
1350 Independence St., 3rd Floor
Lakewood, CO				80215
(Address of Principal Executive Offices)				(Zip Code)
Registrant’s telephone number, including area code:			(800) 844-5576
(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:
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers; Appointment of Principal Officers

On or about July 1, 2015, we were informed by Mr. Sean Campbell, the Chief Executive Officer and a director of the Company, that he will resign from his positions of the Company. In furtherance thereof, we entered into a separation agreement with Mr. Campbell (the “Separation Agreement”), pursuant to which Mr. Campbell agreed to resign as the Chief Executive Officer and from our Board of the Directors, effective on the  date of  next annual shareholder meeting of the Company when a successor director is elected. Pursuant to the Separation Agreement, Mr. Campbell agreed to dismiss all outstanding and accrued salary payment and authorized out of pocket expense in an aggregate amount of $195,000 (the “Accrued Expenses”), and acknowledge that he is owed no further payment from the Company or any of the Released Entities (as such term is defined in the Separation Agreement). Furthermore, the Company and Mr. Campbell agreed to fully and forever release and discharge each other from any and all Claims (as such term is defined in the Separation Agreement).

On July 8, 2015, the Board of the Directors of the Company appointed Daniel L. Allen as Executive Vice President of Business Development of the Company. Mr. Allen is a shareholder of the Company and currently holds approximately 836,560 shares of common stock of the Company.

Daniel Allen has been President, CEO and a Director of Sibannac, Inc. since August 25, 2014.  Mr. Allen was a consultant in the areas of banking and financing for Blue Line Protection Group, Inc. for a period of four months in 2014. Between April 2013 and March 2014 Mr. Allen served as the Regional Vice President of Sunflower Bank in Longmont, Colorado. Between June 2001 and April 2013, Mr. Allen was the Chairman and Chief Executive Officer of Mile High Banks in Longmont, Colorado. Mr. Allen holds a Bachelor of Science in Management and Finance from the University of Utah.

Item 8.01 Other Information

On or about June 15, 2015, counsel for the Registrant confirmed the District Court of Clark County, Nevada (“Court”) issued an Order for Appointment of Custodian pursuant to Nevada Revised Statute 78.347(1)(a) (the “Custodian Order”) to Daniel Sullivan on June 3, 2015, with an annual meeting of shareholders to be held on July 2, 2015.  The Court appointed Sullivan as Custodian of the Registrant for the sole purpose of calling and holding an annual meeting of the stockholders to elect a board of directors.  The Registrant believes Sullivan was granted the Custodian Order in reliance upon representations made by Sullivan that were patently false, misleading and materially failed to satisfy the provisions of NRS 78.347.  

Resultantly, the Registrant and several of its shareholders initiated actions to reverse the custodianship granted to Sullivan.  On July 2, 2015, the Court granted a Stipulation and Order to replace Sullivan as Custodian.  Instead, the Court designated Mark Finston as Chairman to conduct an annual meeting of shareholders, to be held no later than July 31, 2015.  

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Separation Agreement

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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.

BLUE LINE PROTECTION GROUP, INC.
(Registrant)
Signature	Title	Date
/s/ Sean Campbell	Chief Executive Officer	July 10, 2015
Sean Campbell

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EX-10.1

SEPARATION AGREEMENT AND RELEASE

This CONFIDENTIAL SEPARATION AGREEMENT AND RELEASE (together with all exhibits and documents incorporated herein, collectively, the “Agreement”) is made this 8th day of July, 2015 (the “Effective Date”), by and between Blue Line Protection Group, Inc., a publicly-traded company formed under the laws of the State of Nevada (the “Company”) and Sean Campbell (“Campbell”). The Company and Campbell shall collectively be referred to hereinafter as the “Parties.”  

WHEREAS, Campbell has been employed as the Company Chief Executive Officer effective March 1, 2014;

WHEREAS, Campbell wishes to resign from the office of Chief Executive Officer, effective on the date of next annual shareholder meeting of the Company when the successor director is elected by the shareholders of the Company (the “Resignation Date”); and

WHEREAS, the Parties desire to resolve any disputes and set forth their agreement concerning the terms and conditions of the separation of Campbell’s employment.

NOW THEREFORE, in consideration of the foregoing and the mutual benefits to be derived from the performance hereof, the Parties agree as follows:

1.

Cessation of Employment.  Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Campbell agrees to resign as the Chief Executive Officer and from the Board of Directors of the Company by submitting the Resignation attached hereto as Exhibit A on the Resignation Date.  

2.

Consideration.  Campbell attests that the Company has not made salary payments to Campbell and Campbell has (a) accrued executive compensation through the Effective Date in the amount of $150,000 and (b) accrued authorized expenses incurred for and on behalf of the Company in the approximate amount of $45,000 (collectively, “Accrued Expenses”).  Campbell shall dismiss all Accrued Expenses and shall acknowledge that he is owed no further payment from the Company or any of the Released Entities (as defined herein), including any amounts for additional compensation, bonuses, benefits, vacation pay or expense reimbursements.  

3.

Release by Campbell.  Campbell hereby fully and forever releases and discharges the Company, and all related or affiliated entities, including without limitation the Company, Blue Line Protection Group, Inc., its subsidiaries and their respective past and present Board of Directors (including individual Board members personally and in their official capacities), officers, shareholders, directors, partners, members, employees, agents, attorneys, principals (collectively the “Released Entities”) from any and all claims, liens, agreements, contracts, covenants, actions, suits, demands, causes of action, obligations, controversies, debts, costs, expenses, damages, judgments, orders and liabilities, of whatever kind or nature, direct or indirect, in law, equity, or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, which existed in the past or which currently exist, arising out of Campbell’s employment by the Company or the termination thereof (collectively, “Claims”), whether such Claims, or causes of action are or may have been brought under federal, state or local statutory or common law, and including, without limitation, any claims or causes of action, alleging wrongful or negligent discharge, discrimination on the basis of race, sex, sexual

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orientation, age, disability, religion, national origin, creed, color, marital status, or on any protected basis; under Title VII of the Civil Rights Act of 1964  (42 U.S.C. §2000e et seq.), the Civil Rights Acts of 1866 and 1871 (42 U.S.C. §§1981 and 1983), the Americans with Disabilities Act (42 U.S.C. §12101 et seq.), the Family and Medical Leave Act (29 U.S.C. §2601 et seq.), the Rehabilitation Act of 1973 (29 U.S.C. §791 et seq.), the Equal Pay Act of 1963 (29 U.S.C. §206 et seq.), the Genetic Information Non-Discrimination Act (42 U.S.C. 2000ff  et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. §2101), the Lilly Ledbetter Fair Pay Act of 2009, the Colorado Civil Rights Act, Colorado Wage Payment Laws, the Colorado Employment Protection Act, and all applicable federal, state and local employment and employment discrimination laws and regulations, all of the above laws as amended; and any claims, demands or actions based on retaliatory discharge, breach of covenant of good faith and fair dealing or other alleged promise, whistleblowing, infliction of emotional distress, defamation, or breach of contract or any other employment-related action under any local, state or federal law. This release expressly includes, without limiting the generality of the foregoing, any claims for penalties, punitive damages, or attorneys’ fees or costs by Campbell or his attorneys.  

The Parties expressly acknowledge that this release does not relinquish any rights or claims that the law does not allow to be waived, or any claims that may arise after the date Campbell signs this Agreement, nor does it preclude Campbell from filing a charge of discrimination with a local or state agency or the Equal Employment Opportunity Commission, although Campbell agrees that he will not seek damages if he does file such a charge or has filed a charge, and Campbell waives any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on Campbell’s behalf.  The foregoing release shall not apply to and shall not affect the Parties’ right to enforce the terms of this Agreement or seek remedy for the breach thereof.

4.

Release by the Company.  The Company hereby fully and forever releases and discharges Campbell from any and all Claims.  Notwithstanding the foregoing, the releases and discharges contained in this Paragraph 4 shall not apply to any Claims in which a final adjudication establishes that Campbell’s acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law.  

5.

Non-Admission. The Parties agree that this Agreement does not constitute an admission of any violation by the Company, any of the Released Entities, or Campbell of any laws including, but not limited to, the laws identified in Paragraph 3 above.

6.

Miscellaneous.

(a)

Breach and Enforcement.  In the event of any litigation to enforce the terms of this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs incurred therein.

(b)

Heirs, Successors and Assigns.  This Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Company may, without any further consent of Campbell, assign or delegate all or any portion of its rights and obligations under this Agreement to any corporation or other business entity (i) with which the Company may merge or consolidate, or (ii) to which the Company may sell or transfer all or substantially all of its assets or stock. Any such current or future successor to which any right or

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obligation has been assigned or delegated shall be deemed to be the “Company” for purposes of such rights or obligations of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and assigns, representatives and agents, and as to Campbell, his spouse, heirs, legatees, administrators and personal representatives.

(c)

Entire Agreement.  Except as otherwise provided herein, this Agreement constitutes the exclusive and complete agreement between the Parties relating to the subject matter hereof, and this agreement supersedes all prior oral and written agreements and communications between the parties on this matter. No amendment of this Agreement shall be binding unless in writing and signed by the Parties.

(d)

Invalidity.  The provisions of this Agreement are severable. If any provision or the scope of any provision is found to be unenforceable by a court of competent jurisdiction, the other provisions or the affected provisions as reduced in scope shall remain fully valid and enforceable.

(e)

Governing Law.  This Agreement shall be governed by the substantive law of the State of Nevada.

7.

Voluntary and Knowing Action.  The Parties hereby acknowledge that they have read and understand the terms of this Agreement, and that they are voluntarily entering into this Agreement agreeing to be legally bound.  

8.

Post Execution Actions.  The Company shall as soon as practicable after the execution hereof endeavor to remove Mr. Campbell from all associations, obligations or signatory authority entered into, on behalf of the Company, to include, without limitation: legal documents, financial and bank accounts, licenses, memberships, leases, and any and all other fiduciary or legal obligations.  

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IN WITNESS WHEREOF, the Parties have caused this Confidential Separation Agreement and Release to be executed on the date set forth below.

CAMPBELL

/s/ Sean Campbell        

Dated: July 8, 2015

Sean Campbell

BLUE LINE PROTECTION GROUP, INC.

A Nevada corporation

/s/ Sean Campbell   

Dated: July 8, 2015

Print Sean Campbell

Title/Position  the CEO

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EXHIBIT A

RESIGNATION

Date: _8th _ day of July, 2015

The undersigned, Sean Robbie Campbell, hereby resigns as Chairman, Director, Chief Executive Officer and President of Blue Line Protection Group, Inc. (the “Company”), to be effective on date of next annual shareholder meeting of the Company when a successor director is elected. Such resignation is voluntary and without dispute or disagreement as to the business, accounting, financial, and regulatory matters of the

Additionally, I confirm that the Company does not owe me any compensation or reimbursement for expenses.  

/s/ Sean Campbell___________________

Sean Robbie Campbell

Exhibit A