UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 10, 2012
WORTHINGTON ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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0-52590
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20-1399613
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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220 Montgomery Street #1094, San Francisco, CA 94104
(Address of principal executive offices)
Registrant’s telephone number, including area code: (775) 588-5390
Copy of correspondence to:
Richard A. Friedman, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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))
Explanatory Note
Worthington Energy, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8–K/A to the Company’s Current Report on Form 8–K dated September 10, 2012, which was filed on September 18, 2012 (the “8-K”), in order to:
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1.
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Correct the new mailing address of the Company on the cover page to the 8-K;
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2.
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Correct the name of the investor from GEL Properties, Inc. to GEL Properties, LLC; and
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3.
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Report the purchase by La Jolla Cove Investors, Inc. (“La Jolla”) of 1,818,182 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) for $50,000, pursuant to a previously executed Equity Investment Agreement, which provided for subsequent investment rights to La Jolla, which purchase was inadvertently not included in the 8-K.
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Item 3.02 Unregistered Sales of Equity Securities.
On August 22, 2012, the Company issued 500,000 shares of Common Stock to Sam Butero, an employee, in connection with an employment agreement. The securities were issued in a transaction pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
On September 5, 2012, the Company issued 1,918,977 shares of Common Stock to Prolific Group, LLC upon the conversion of $9,000 of an outstanding convertible promissory note. The securities were issued in a transaction pursuant to Regulation D under the Securities Act.
On September 7, 2012, the Company issued 12,000,000 shares of Common Stock to GEL Properties, LLC. upon the conversion of $45,000 of an outstanding convertible promissory note. The securities were issued in a transaction pursuant to Regulation D under the Securities Act.
On September 10, 2012, the Company issued 5,294,118 shares of Common Stock to Asher Enterprises, Inc. (“Asher”) upon the conversion of $18,000 of an outstanding convertible promissory note. The securities were issued in a transaction pursuant to Regulation D under the Securities Act.
On September 11, 2012, the Company issued 3,882,353 shares of Common Stock to Asher upon the conversion of $13,200 of an outstanding convertible promissory note. The securities were issued in a transaction pursuant to Regulation D under the Securities Act.
On September 11, 2012, the Company issued 10,000,000 shares of Common Stock to La Jolla upon the conversion of $5,000 of an outstanding convertible promissory note. The securities were issued in a transaction pursuant to Regulation D under the Securities Act.
On September 11, 2012, La Jolla elected to purchase 1,818,182 shares of Common Stock for $50,000 pursuant to the Equity Investment Agreement, which shares have not yet been issued. The securities are to be issued in a transaction pursuant to Regulation D under the Securities Act.
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On September 12, 2012, the Company issued 5,000,000 shares of Common Stock to Ironridge Global IV, Ltd. in connection with a court approved settlement agreement relating to $1,388,407 in outstanding accounts payable, accrued compensation, accrued interest, and notes payable of the Company. The securities were issued in an exempt transaction pursuant to Section 3(a)(10) under the Securities Act.
As of September 17, 2012, the Company had 312,005,193 shares of common stock issued and outstanding.
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SIGNATURE
Pursuant to the requirement 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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Date: October 12, 2012
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By: /s/ ANTHONY MASON
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Anthony Mason
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Chief Executive Officer
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