Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - WORTHINGTON ENERGY, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
Commission File Number 000-52590
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Worthington Energy, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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20-1399613
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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220 Montgomery Street, Suite 1094
San Francisco, California 94104
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(Address of principal executive offices) (zip code)
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(415) 529-3480
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(Registrant’s telephone number, including area code)
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295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449
Mailing Address: P.O. Box 1148, Zephyr Cove, NV 89448-1148
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
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x
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No
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o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
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x
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No
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o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer ¨
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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o
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No
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x
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As of August 14, 2012, issuer had 231,465,299 outstanding shares of common stock, par value $0.001.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to Worthington Energy, Inc.s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 20, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits.
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10.01
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Securities Purchase Agreement, dated as of April 27, 2012, by and between Worthington Energy, Inc. and Asher Enterprises, Inc. †
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10.02
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Form of Convertible Promissory Note, issued April 27, 2012 to Asher Enterprises, Inc. †
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10.03
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Convertible Note, dated May 1, 2012, issued to GEL Properties, Inc. †
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10.04
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Securities Purchase Agreement, dated as of June 7, 2012, by and between Worthington Energy, Inc. and Asher Enterprises, Inc. †
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10.05
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Form of Convertible Promissory Note, issued June 7, 2012 to Asher Enterprises, Inc. †
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10.06
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Form of Subscription Agreement, dated as of June 22, 2012 by and between Worthington Energy, Inc. and Common Stock, LLC †
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10.07
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Form of Convertible Promissory Note, issued June 22, 2012 to Common Stock, LLC †
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10.08
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Securities Purchase Agreement, dated as of July 17, 2012, by and between Worthington Energy, Inc. and Asher Enterprises, Inc. †
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10.09
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Form of Convertible Promissory Note, issued July 17, 2012 to Asher Enterprises, Inc. †
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10.10
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Form of Subscription Agreement, dated as of July 31, 2012 by and between Worthington Energy, Inc. and Claudell and Nancy LeBlanc †
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10.11
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Form of Convertible Promissory Note, issued July 31, 2012 to Claudell and Nancy LeBlanc †
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10.12
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Form of Common Stock Purchase Warrant, issued July 31, 2012 to Claudell and Nancy LeBlanc †
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10.13
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Committed Equity Facility Agreement, dated June 22, 2012 by and between Worthington Energy, Inc. and Haverstock Master Fund, Ltd. †
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10.14
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Form of Convertible Debenture, issued June 22, 2012 to Haverstock Master Fund, Ltd. †
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10.15
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Form of Secured Convertible Promissory Note, issued April 19, 2012 to What Happened, LLC †
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10.16
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Form of Convertible Promissory Note, issued August 9, 2012 to Ronald W. Moeckel †
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10.17
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Form of Common Stock Purchase Warrant, issued August 9, 2012 to Ronald W. Moeckel †
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10.18
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Form of $100,000 Convertible Promissory Note, issued July 24, 2012 to GEL Properties, Inc. †
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10.19
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Form of $75,000 Convertible Promissory Note, issued July 24, 2012 to GEL Properties, Inc. †
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10.20
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Form of $75,000 Secured Promissory Note, issued July 24, 2012 by GEL Properties, Inc. †
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10.21
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Form of $75,000 Secured Promissory Note, issued July 24, 2012 by GEL Properties, Inc. †
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31.01
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Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
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31.02
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Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
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32.01
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Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
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101 INS
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XBRL Instance Document
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101 SCH
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XBRL Taxonomy Extension Schema Document
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101 CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101 LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101 PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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101 DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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†
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Incorporate by reference to the Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed by Worthington Energy, Inc. on August 20, 2012.
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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 thereunto duly authorized.
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WORTHINGTON ENERGY, INC.
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Date: September 13, 2012
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By:
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/s/ ANTHONY MASON
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Anthony Mason
Chief Executive Officer (Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)
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