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| CIK | 1342643 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Worthington Energy, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| March 16, 2018 |
Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 14, 2017 WORTHINGTON ENERGY, INC. |
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| March 18, 2015 |
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): March 17, 2015 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission F |
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| March 18, 2015 |
Exhibit 16.1 March 17, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Gentlemen: We have read Item 4.02 of Form 8-K dated March 17, 2015 of Worthington Energy, Inc. (Commission File No. 000-52590) and are in agreement with the statements contained in Item 4.02 therein. Yours truly, /s/ Weinberg & Company, P.A. Weinberg & Company, P.A. Los Angeles, California |
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| March 5, 2015 |
Worthington Energy QUARTERLY REPORT (Quarterly Report) 10-Q 1 worthington10q-093014.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition peri |
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| March 5, 2015 |
Worthington Energy FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-52590 Worthingt |
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| February 18, 2015 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 8, 2015, by and between Worthington Energy, Inc., a Nevada corporation, with headquarters located at 145 Corte Madera Town Center #138, Corte Madera, CA 94925 (the "Company"), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, S |
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| February 18, 2015 |
WORTHINGTON ENERGY, INC. 8% CONVERTIBLE REDEEMABLE NOTE DUE JANUARY 8, 2016 Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $26,87 |
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| February 18, 2015 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 13, 2015, by and between Worthington Energy, Inc., a Nevada corporation, with headquarters located at 145 Corte Madera Town Center #138, Corte Madera, CA 94925 (the "Company"), and ADAR BAYS, LLC, a Florida limited liability company, with its address at 3144 Indian Creek Drive, Suit |
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| February 18, 2015 |
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): January 8, 2015 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission |
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| February 18, 2015 |
WORTHINGTON ENERGY, INC. 8% CONVERTIBLE REDEEMABLE NOTE DUE JANUARY 13, 2016 Exhibit 10.4 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $20,62 |
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| February 13, 2015 |
WGAS / Worthington Energy, Inc. / Ironridge Global IV, Ltd. - FORM SC 13G/A Passive Investment United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13g Under the Securities Exchange Act of 1934 (Amendment No. 1) WORTHINGTON ENERGY, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 98180T300 (CUSIP Number) January 22, 2015 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| October 14, 2014 |
WGAS / Worthington Energy, Inc. / ASHER ENTERPRISES INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 v391217sc13ga.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* WORTHINGTON ENERGY, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 98180T 300 (CUSIP number) October 13, 2014 (Date of Event Which Requires Filing of this Statement) C |
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| September 10, 2014 |
SETTLEMENT AGREEMENT AND STIPULATION EX-10.3 4 wgas8k-ex1003.htm SETTLEMENT AGREEMENT AND STIPULATION Exhibit 10.3 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION dated as of April 24 2014 by and between Worthington Energy, Inc. (“Worthington” or the “Company”'), a corporation formed under the laws of the State of Nevada, and IBC Funds, LLC ("IBC"), a Nevada Limited Liability Company. BACKGROUND: WHEREA |
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| September 10, 2014 |
SETTLEMENT AGREEMENT AND STIPULATION EX-10.1 2 wgas8k-ex1001.htm SETTLEMENT AGREEMENT Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and Stipulation dated as of April 3, 2014 by and between plaintiff Tarpon Bay Partners LLC (“TARPON”), and defendant Worthington Energy, Inc. (“COMPANY”). BACKGROUND: WHEREAS, there are bona fide outstanding Claims against the Company in the principal amount of not less than |
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| September 10, 2014 |
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): April 3, 2014 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 10, 2014 |
WORTHINGTON ENERGY, INC. $75,000.00 NOTE TEN PERCENT (10%) CONVERTIBLE NOTE DATED APRIL 22, 2014 EX-10.2 3 wgas8k-ex1002.htm CONVERTIBLE NOTE Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF |
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| August 14, 2014 |
WGAS / Worthington Energy, Inc. NT 10-Q - - NOTICE OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52590 CUSIP NUMBER (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 20 |
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| August 7, 2014 |
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): August 4, 2014 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission F |
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| July 17, 2014 |
WGAS / Worthington Energy, Inc. / IBC FUNDS LLC - SCHEDULE 13G Passive Investment SC 13G 1 sc13g0414ibcworthington.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 WORTHINGTON ENERGY, INC. (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 98180T 30 0 (CUSIP number) April 24, 2014 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| June 27, 2014 |
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): May 28, 2014 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 27, 2014 |
CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS STATE OF LOUISIANA Exhibit 99.1 FILED 2014 MAY-2 A 9:45 CIVIL DISTRICT COURT CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS STATE OF LOUISIANA NO. 11-10640 DIVISION G-11 MONTECITO OFFSHORE, LLC VERSUS PAXTON ENERGY, INC. and PAXACQ, INC. FILED: DEPUTY CLERK JOINT MOTION TO DISMISS Plaintiff, Montecito Offshore, LLC ("Montecito"), defendants, Worthington Energy, Inc., formerly known as Paxton Energy, Inc., and PaxAcq |
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| June 27, 2014 |
SETTLEMENT AGREEMENT AND RELEASES Exhibit 10.1 SETTLEMENT AGREEMENT AND RELEASES This Release and Settlement Agreement (“Settlement Agreement”) is made and entered into by and between (1) Montecito Offshore, LLC (“Montecito”), (2) Worthington Energy, Inc. (“Worthington”), formerly known as Paxton Energy, Inc., and PaxAcq, Inc. (“PaxAcq” and Worthington are collectively referred to herein as “Paxton”), and (3) Alva Terry Staples, e |
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| June 17, 2014 |
- DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) x Definitive Information Statement WORTHINGTON ENERGY, INC. (Name of |
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| June 5, 2014 |
- PRELIMINARY INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) ¨ Definitive Information Statement WORTHINGTON ENERGY, INC. |
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| May 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-52590 Worthing |
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| May 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52590 CUSIP NUMBER (Check one): ¨Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 201 |
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| April 30, 2014 |
Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to this Annual Report of Worthington Energy, Inc., (the ?Company? ) on Form 10-K/A for the year ended December 31, 2013 as filed with the Securities and Exchange Com |
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| April 30, 2014 |
Worthington Energy FORM 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52590 WORTHI |
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| April 30, 2014 |
Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Charles F. Volk. Jr., certify that: 1. I have reviewed this Amendment No. 1 to this Annual Report Form 10-K/A of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any unt |
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| April 17, 2014 |
WGAS / Worthington Energy, Inc. / Magna Equities II, LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 1)* Worthington Energy, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 98180T 30 0 (CUSIP Number) April 11, 20 |
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| April 16, 2014 |
10-K 1 v37337610k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000- |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 000-52590 CUSIP NUMBER (Check one): ýForm 10-K o Form 20-F o Form 11-K ¨ Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, |
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| February 20, 2014 |
WGAS / Worthington Energy, Inc. / ASHER ENTERPRISES INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. ) Under the Securities Exchange Act of 1934 WORTHINGTON ENERGY, INC. (Name of Issuer) Common Stock, $0.001 value per share (Title of Class of Securities) 98180T 300 (CUSIP Number) February 20, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v36541310q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commi |
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| January 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v36532210q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Com |
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| January 17, 2014 |
Exhibit 16.1 January 15, 2014 Securities & Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen, Effective September 3, 2013, Hansen, Barnett & Maxwell (“HBM”) resigned as the independent registered public accounting firm of Worthington Energy, Inc. (the Company). We have read the statements included under Item 4.01, Changes in Registrant’s Certifying Accounting, in the Form 8-K dated J |
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| January 17, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 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): September 3, 2013 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or other jurisdiction of incorporation) (Commission |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response………………………... 2.50 SEC FILE NUMBER 333-105778 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 20 |
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| August 2, 2013 |
SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) x Definitive Information Statement WORTHINGTON ENERGY, INC. |
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| July 30, 2013 |
WGAS / Worthington Energy, Inc. / Magna Equities II, LLC - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Worthington Energy Inc. (Name of Issuer) Shares of Common Stock (Title of Class of Securities) 98180T 20 1 (CUSIP Number) 220 Montgomery Street Suite 1094 San Francisco, CA 94104 Phone Number: 415-666-2337 (Name, Address and Telephone Number of Person Authorized to Receive |
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| July 16, 2013 |
SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d)(2)) o Definitive Information Statement WORTHINGTON ENERGY, INC. |
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| May 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-52590 Worthingt |
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| May 30, 2013 |
Exhibit 3.2 See pdf below |
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| May 30, 2013 | ||
| May 30, 2013 | ||
| May 30, 2013 | ||
| May 30, 2013 |
Exhibit 3.1 See pdf below. |
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| May 30, 2013 |
WORTHINGTON ENERGY, INC. COMMON STOCK PURCHASE AGREEMENT Exhibit 10.1 WORTHINGTON ENERGY, INC. COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is made as of April 17, 2013, among Worthington Energy, Inc., a Nevada corporation (the "Company") and Charles Volk (the "Investor"). The Investor understands that the Company proposes to offer and sell to the Investor 1,000,000 shares of its Series A Preferred Stock at a pu |
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| May 30, 2013 |
Exhibit 3.3 See pdf below |
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| May 15, 2013 |
- WORTHINGTON ENERGY, INC FORM 12B-25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52590 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K T Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Rep |
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| April 17, 2013 |
10-K 1 worthington10k.htm WORTHINGTON ENERGY, INC. 10K 2012-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 Commission File Number 000-52590 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 20- |
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| April 17, 2013 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE AUGUST 9, 2013 EX-10.114 8 worthingtonexh10114.htm FORM OF AMENDED SECURED PROMISSORY NOTE, ISSUED TO GEL PROPERTIES, LLC ON AUGUST 9, 2012 Exhibit 10.114 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT |
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| April 17, 2013 |
EX-10.108 2 worthingtonexh10108.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF OCTOBER 19, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND ASHER ENTERPRISES, INC. Exhibit 10.108 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 19, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters |
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| April 17, 2013 |
EX-10.113 7 worthingtonexh10113.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED DECEMBER 17, 2012 TO HANOVER HOLDINGS I, LLC Exhibit 10.113 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIE |
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| April 17, 2013 |
EX-10.110 4 worthingtonexh10110.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 26, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND HANOVER HOLDINGS I, LLC Exhibit 10.110 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 26, 2012, by and between WORTHINGTON ENERGY, INC., a NEVADA corporation, with headquarters located at 220 MONTGOME |
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| April 17, 2013 |
Exhibit 32.01 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 I, Charles F. Volk, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Worthington Energy, Inc. on Form 10-K for the |
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| April 17, 2013 |
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Exhibit 23.01 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS James F. Hubbard Consultant hereby consents to the use of its name in the 2012 Annual Report on Form 10-K of Worthington Energy, Inc. and subsidiaries (the “Company”). We further consent to the use of information contained in our report, dated March 06, 2013, setting forth the estimates of reserves from the Company’s oil and gas reserves in |
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| April 17, 2013 |
EX-99.02 16 worthingtonexh9902.htm RESIGNATION LETTER FROM TOMER TAL Exhibit 99.02 From: Tomer Tal Sent: Thursday, April 11, 2013 11:13 AM To: Charles Volk Subject: Resignation Charles- it is with a heavy heart that I must resign from my position as corporate secretary of Worthington Energy, Inc. I have enjoyed working with you, but feel I cannot properly devote the time required of me to this pos |
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| April 17, 2013 |
EXHIBIT 31.01 CERTIFICATION I, Charles F. Volk, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| April 17, 2013 |
EX-10.112 6 worthingtonexh10112.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF DECEMBER 17, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND HANOVER HOLDINGS I, LLC Exhibit 10.112 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2012, by and between WORTHINGTON ENERGY, INC., a NEVADA corporation, with headquarters located at 220 MONTGOME |
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| April 17, 2013 |
EX-10.111 5 worthingtonexh10111.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED NOVEMBER 26, 2012 TO HANOVER HOLDINGS I, LLC Exhibit 10.111 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIE |
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| April 17, 2013 |
EX-10.109 3 worthingtonexh10109.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED OCTOBER 19, 2012 TO ASHER ENTERPRISES, INC. Exhibit 10.109 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES |
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| April 17, 2013 |
EXHIBIT 31.02 CERTIFICATION I, Charles F. Volk, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| April 17, 2013 |
EX-99.01 15 worthingtonexh9901.htm RESERVE REPORT OF JAMES F. HUBBARD CONSULTANT Exhibit 99.01 JAMES F. HUBBARD CONSULTANT 5818 Rhodes Ave. New Orleans, LA 70131 Tel: 504-433-4692 Cell: 504-577-1286 March 6, 2013 Worthington Energy, Inc. 220 Montgomery St. #1094 San Francisco, CA 94104 Attention: Mr. Charles Volk Chairman & CEO Subject: 2013 Reserve and Economic Evaluation - Vermilion Block 179 De |
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| April 17, 2013 |
EX-10.116 10 worthingtonexh10116.htm FORM OF PROMISSORY NOTE, ISSUED TO MAGNA GROUP, LLC ON DECEMBER 11, 2012 Exhibit 10.116 WORTHINGTON ENERGY, INC. $42,000 TWELVE PERCENT (12%) CONVERTIBLE NOTE DATED DECEMBER 11, 2012 THIS NOTE (the “Note”) is a duly authorized Convertible Note of WORTHINGTON ENERGY, INC., a(n) NEVADA corporation (the “Company”). FOR VALUE RECEIVED, the Company promises to pay M |
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| April 17, 2013 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE SEPTEMBER 27, 2013 EX-10.115 9 worthingtonexh10115.htm FORM OF PROMISSORY NOTE, ISSUED TO PROLIFIC GROUP, LLC ON NOVEMBER 26, 2012 Exhibit 10.115 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS |
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| April 1, 2013 |
- WORTHINGTON ENERGY, INC. FORM 12B-25 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52590 NOTIFICATION OF LATE FILING T Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition |
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| March 19, 2013 |
Exhibit 10.01 CONSULTING AGREEMENT THIS AGREEMENT made this 1st day of February, 2013 BETWEEN: David E. T. Pinkman, an individual resident in the City of Calgary in the Province of Alberta (hereinafter called the “Consultant”) AND: WORTHINGTON ENERGY, INC. a body corporate incorporated pursuant to the laws of the State of Nevada and with an office in the City of San Francisco (hereinafter called t |
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| March 19, 2013 |
Exhibit 10.07 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 19, 2013 |
WORTHINGTON ENERGY, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.03 WORTHINGTON ENERGY, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Unit Purchase Agreement (the "Agreement") is made as of February 13, among Worthington Energy, Inc., a Nevada corporation (the "Company") and Aaron Shrira (the "Investor"). The Investor understands that the Company proposes to offer and sell to the Investor 2,500,000 shares of its Commo |
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| March 19, 2013 |
WORTHINGTON ENERGY, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT Exhibit 10.02 WORTHINGTON ENERGY, INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT This Common Stock and Warrant Unit Purchase Agreement (the "Agreement") is made as of February 25, among Worthington Energy, Inc., a Nevada corporation (the "Company") and Alan Kau (the "Investor"). The Investor understands that the Company proposes to offer and sell to the Investor 2,500,000 shares of its Common St |
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| March 19, 2013 |
STOCK PURCHASE WARRANT To Purchase Common Stock of WORTHINGTON ENERGY, INC. Exhibit 10.05 Initially Issued February 13, 2013 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS |
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| March 19, 2013 |
Exhibit 10.06 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 27, 2013, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 220 Montgomery Street - Suite 1094, San Francisco, CA 94104 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 L |
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| March 19, 2013 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 28, 2014 Exhibit 10.08 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $25,000.00 WORTHINGTON ENERGY, I |
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| March 19, 2013 |
STOCK PURCHASE WARRANT To Purchase Common Stock of WORTHINGTON ENERGY, INC. Exhibit 10.04 Initially Issued February 25, 2013 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS |
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| March 19, 2013 |
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): February 20, 2013 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 7, 2013 |
Subject: Letter of Resignation, Board of Directors and CEO / Presidents Exhibit 99.03 Subject: Letter of Resignation, Board of Directors and CEO / Presidents role, Worthington Energy, Inc. Wednesday 30 January 2013. From: "A.J. Mason" Date: Wed, January 30, 2013 6:06 pm To: Charles , Cliff Henry , Paul Jordan , Warren Rothouse [email protected] Dear Charles, I feel that is in the interests of all parties that I resign from my Directorship and current role a |
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| February 7, 2013 |
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS EX-10.01 2 worthington8kexh1001.htm SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS, DATED JANUARY 25, 2013, BY AND AMONG WORTHINGTON ENERGY, INC., BLACK CAT EXPLORATION & PRODUCTIONS, LLC AND ANTHONY MASON. Exhibit 10.01 SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS This Settlement Agreement and Mutual Release (hereinafter “AGREEMENT”) is entered into on this, the 25th day of January, 2013, |
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| February 7, 2013 |
Subject: Resignation - Worthington Energy Board of Directors Exhibit 99.01 Subject: Resignation - Worthington Energy Board of Directors From: Paul Jordan Date: Thu, January 31, 2013 7:59 am To: "'Charles Volk ([email protected])'" , Cliff Henry , "Warren Rothouse ([email protected])" , "A.J. Mason" Gentlemen: Effective immediately, I hereby resign from the Worthington Energy Board of Directors. I can no longer satisfy the excessive time comm |
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| February 7, 2013 |
From: Clifford Henry <[email protected]> EX-99.02 4 worthington8kexh9902.htm LETTER OF RESIGNATION FROM CLIFF HENRY, DATED JANUARY 30, 2013. Exhibit 99.02 Subject: From: Clifford Henry Date: Wed, January 30, 2013 7:49 pm To: Volk Charles , Paul Jordan , Tony Mason , [email protected] Gentlemen: Please accept my resignation from the Board of Directors of Worthington Energy, effective immediately. I wish the company all the best |
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| February 7, 2013 |
8-K 1 worthington8k.htm WORTHINGTON ENERGY, INC. 8K 2013-01-25 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): January 25, 2013 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-13996 |
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| November 19, 2012 |
EX-10.03 4 ex10-03.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED SEPTEMBER 27, 2012 Exhibit 10.03 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND |
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| November 19, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 Commission File Number 000-52590 Worthington Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or |
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| November 19, 2012 |
WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.04 WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (the "Agreement") is made as of October 8, 2012 among Worthington Energy, Inc., a Nevada corporation (the "Company"), with its principal office at 220 Montgomery Street #1094, San Francisco, CA 94104, and the individual or entity whose signature appears on the last page of this Agree |
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| November 19, 2012 |
WORTHINGTON ENERGY, INC. PROMISSORY NOTE EX-10.05 6 ex10-05.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED OCTOBER 8, 2012 TO STEPHEN K. AND NANCY B. RUSH Exhibit 10.05 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR R |
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| November 19, 2012 |
EXHIBIT 32.01 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 I, Anthony Mason, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Worthington Energy, Inc. on Form 10-Q for the fis |
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| November 19, 2012 |
EXHIBIT 31.01 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| November 19, 2012 |
Issue Date: September 13, 2012 EX-10.02 3 ex10-02.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED SEPTEMBER 13, 2012 Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRA |
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| November 19, 2012 |
STOCK PURCHASE WARRANT To Purchase Common Stock of WORTHINGTON ENERGY, INC. EX-10.06 7 ex10-06.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED OCTOBER 8, 2012 TO STEPHEN K. AND NANCY B. RUSH Exhibit 10.06 Initially Issued October 8, 2012 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RES |
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| November 19, 2012 |
Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 13, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 220 Montgomery Street - Suite 1094, San Francisco, CA 94104 (the ?Company?), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 |
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| November 19, 2012 |
EXHIBIT 31.02 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| November 14, 2012 |
EXHIBIT 31.01 Certification I, Anthony Mason, certify that: 1. I have reviewed this amended report on Form 10-Q/A of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r |
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| November 14, 2012 |
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 March 31, 2012 Commission File Number 000-52590 Worthington Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of i |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) 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 Worthington Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of in |
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| November 14, 2012 |
EXHIBIT 31.02 Certification I, Anthony Mason, certify that: 1. I have reviewed this amended report on Form 10-Q/A of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with r |
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| November 14, 2012 |
EXHIBIT 32.01 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 I, Anthony Mason, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the amended Quarterly Report of Worthington Energy, Inc. on Form 10-Q/A f |
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| November 14, 2012 |
- WORTHINGTON ENERGY, INC. 12B25 2012-09-30 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52590 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K T Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition |
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| November 13, 2012 |
- WORTHINGTON ENERGY, INC. FORM 8-K NOVEMBER 12, 2012 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): November 12, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission |
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| November 1, 2012 |
EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 Exhibit 3.1 Filed as a PDF Reference |
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| November 1, 2012 |
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): October 29, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 1, 2012 |
begin 644 exhibit3-1.pdf M)5!$1BTQ+C4-)>+CS],-"C$P(#`@;V)J#3P\+TQI;F5A,C`P,3+,!*EC8$0BC/NPL0 M8`#1SP?K#0IE;F1S=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8- M"B`@("`@("`-"C(S(#`@;V)J#3P\+T9I;'1EP/[!`8&SD<,QTI^'X!H83MV$ZJU&ZR= M[=HD")^1$R#``(KP"IL-"F5N9'-T7!E+T-A=&%L;V<^/@UE;F1O8FH-,3(@,"!O8FH-/#PO07)T0F]X6S`@,"`V M,3(@-SDR72]";&5E9$)O>%LP(#`@-C$R(#7!E+U!A9V4^/@UE;F1O8FH-,3,@,"!O8FH-/#PO M1FEL=&5R+T9 |
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| October 15, 2012 |
Worthington Energy Reports on Annual Shareholders Meeting EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED OCTOBER 15, 2012, ISSUED BY WORTHINGTON ENERGY, INC. Exhibit 99.1 Worthington Energy Reports on Annual Shareholders Meeting Press Release: Monday, October 15, 2012 SAN FRANCISCO, Oct. 15, 2012 /PRNewswire/ - Worthington Energy, Inc. (OTC Bulletin Board: WGAS) (WGAS) ("Worthington" or the "Company"), an energy company engaged in the acquisition, exploration |
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| October 15, 2012 |
Other Events, Submission of Matters to a Vote of Security Holders 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): October 12, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 12, 2012 |
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 13, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 12, 2012 |
Unregistered Sales of Equity Securities - WORTHINGTON ENERGY, INC. FORM 8-KA OCTOBER 11, 2012 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) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorp |
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| September 18, 2012 |
Unregistered Sales of Equity Securities 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 10, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 13, 2012 |
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 Worthington Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of inco |
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| September 10, 2012 |
- WORTHINGTON ENERGY, INC. FORM DEF 14A SEPTEMBER 12, 2012 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 7, 2012 |
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 5, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 7, 2012 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE NOTE DUE SEPTEMBER 5, 2013 Exhibit 10.01 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $50,000.00 WORTHINGTON ENERGY, I |
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| September 7, 2012 |
GEL PROPERTIES, LLC SECURED PROMISSORY NOTE Exhibit 10.03 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMP |
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| September 7, 2012 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE SEPTEMBER 5, 2013 Exhibit 10.02 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $50,000.00 WORTHINGTON ENERGY, I |
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| August 31, 2012 |
Unregistered Sales of Equity Securities 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): August 30, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 31, 2012 |
- WORTHINGTON ENERGY, INC. FORM PRE 14A AUGUST 30, 2012 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 30, 2012 |
Worthington Energy Brings I-1 Well On Line EX-99.01 2 exhibit99-01.htm EXHIBIT 99.01 Exhibit 99.01 Worthington Energy Brings I-1 Well On Line SAN FRANCISCO, Aug. 30, 2012 /PRNewswire/ - Worthington Energy, Inc. (OTCBB: WGAS) ("Worthington" or the “Company”), an energy company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, reports that the Company has completed the sub-sea tie in connect |
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| August 30, 2012 |
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): August 30, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| August 20, 2012 |
GEL PROPERTIES, LLC PROMISSORY NOTE 1 OF 4 $75,000.00 Lewes, DE July 24, 2012 EX-10.20 21 ex10-20.htm FORM OF $75,000 SECURED PROMISSORY NOTE, ISSUED JULY 24, 2012 BY GEL PROPERTIES, INC. Exhibit 10.20 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD |
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| August 20, 2012 |
EX-10.07 8 ex10-07.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED JUNE 22, 2012 TO COMMON STOCK, LLC Exhibit 10.07 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPI |
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| August 20, 2012 |
WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.10 WORTHINGTON ENERGY, INC. NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement (the "Agreement") is made as of , 2012 among Worthington Energy, Inc., a Nevada corporation (the "Company"), with its principal office at 220 Montgomery Street #1094, San Francisco, CA 94104, and the individual or entity whose signature appears on the last page of this Agreement "Inv |
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| August 20, 2012 |
STOCK PURCHASE WARRANT To Purchase Common Stock of WORTHINGTON ENERGY, INC. EX-10.12 13 ex10-12.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED JULY 31, 2012 TO CLAUDELL AND NANCY LEBLANC Exhibit 10.12 Initially Issued July 31, 2012 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE A |
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| August 20, 2012 |
COMMITTED EQUITY FACILITY AGREEMENT EX-10.13 14 ex10-13.htm COMMITTED EQUITY FACILITY AGREEMENT, DATED JUNE 22, 2012 BY AND BETWEEN WORTHINGTON ENERGY, INC. AND HAVERSTOCK MASTER FUND, LTD. Exhibit 10.13 COMMITTED EQUITY FACILITY AGREEMENT COMMITTED EQUITY FACILITY AGREEMENT (this “Agreement”), dated as of June 22, 2012, by and among Worthington Energy, Inc., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2 |
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| August 20, 2012 |
EXHIBIT 32.01 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 I, Anthony Mason, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Worthington Energy, Inc. on Form 10-Q for the fis |
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| August 20, 2012 |
EXHIBIT 31.01 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| August 20, 2012 |
STOCK PURCHASE WARRANT To Purchase Common Stock of WORTHINGTON ENERGY, INC. EX-10.17 18 ex10-17.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED AUGUST 9, 2012 TO RONALD W. MOECKEL Exhibit 10.17 Initially Issued August 9, 2012 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY |
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| August 20, 2012 |
EX-10.04 5 ex10-04.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 7, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND ASHER ENTERPRISES, INC. Exhibit 10.04 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 7, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highwa |
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| August 20, 2012 |
EX-10.01 2 ex10-01.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF APRIL 27, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND ASHER ENTERPRISES, INC. Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 14, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 High |
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| August 20, 2012 |
EX-10.09 10 ex10-09.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED JULY 17, 2012 TO ASHER ENTERPRISES, INC. Exhibit 10.09 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFE |
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| August 20, 2012 |
PAXTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE May 1, 2013 EX-10.03 4 ex10-03.htm CONVERTIBLE NOTE, DATED MAY 1, 2012, ISSUED TO GEL PROPERTIES, INC. Exhibit 10.03 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES |
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| August 20, 2012 |
EX-10.15 16 ex10-15.htm FORM OF SECURED CONVERTIBLE PROMISSORY NOTE, ISSUED APRIL 19, 2012 TO WHAT HAPPENED, LLC Exhibit 10.15 $100,000 Note Dated as of: 04/19/12 Maturity: 60 days Amount: $100,000.00 FOR VALUE RECEIVED, Worthington Energy, Inc., a Nevada corporation (“Maker”) hereby promises to pay to the order of What Happened LLC, a California Limited Liability Company and/or his assignees (“Ho |
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| August 20, 2012 |
GEL PROPERTIES, LLC PROMISSORY NOTE 3 OF 4 $75,000.00 Lewes, DE July 24, 2012 EX-10.21 22 ex10-21.htm FORM OF $75,000 SECURED PROMISSORY NOTE, ISSUED JULY 24, 2012 BY GEL PROPERTIES, INC. Exhibit 10.21 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD |
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| August 20, 2012 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE JULY 24, 2013 1 OF 4 EX-10.19 20 ex10-19.htm FORM OF $75,000 CONVERTIBLE PROMISSORY NOTE, ISSUED JULY 24, 2012 TO GEL PROPERTIES, INC. Exhibit 10.19 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS |
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| August 20, 2012 |
EX-10.14 15 ex10-14.htm FORM OF CONVERTIBLE DEBENTURE, ISSUED JUNE 22, 2012 TO HAVERSTOCK MASTER FUND, LTD. Exhibit 10.14 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR |
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| August 20, 2012 |
EX-10.08 9 ex10-08.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF JULY 17, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND ASHER ENTERPRISES, INC. Exhibit 10.08 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 17, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 High |
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| August 20, 2012 |
EX-10.02 3 ex10-02.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED APRIL 27, 2012 TO ASHER ENTERPRISES, INC. Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFE |
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| August 20, 2012 |
EX-10.05 6 ex10-05.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED JUNE 7, 2012 TO ASHER ENTERPRISES, INC. Exhibit 10.05 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERE |
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| August 20, 2012 |
WORTHINGTON ENERGY, INC. PROMISSORY NOTE EX-10.11 12 ex10-11.htm FORM OF SUBSCRIPTION AGREEMENT, DATED AS OF JULY 31, 2012 BY AND BETWEEN WORTHINGTON ENERGY, INC. AND CLAUDELL AND NANCY LEBLANC Exhibit 10.11 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND |
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| August 20, 2012 |
EX-10.06 7 ex10-06.htm FORM OF SUBSCRIPTION AGREEMENT, DATED AS OF JUNE 22, 2012 BY AND BETWEEN WORTHINGTON ENERGY, INC. AND COMMON STOCK, LLC Exhibit 10.06 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 22, 2012, by and between WORTHINGTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Profes |
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| August 20, 2012 |
10-Q 1 wgas10q20120630.htm WORTHINGTON ENERGY, INC. FORM 10-Q JUNE 30, 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 Worthington Energy, Inc. (Exact name of registrant as specified in its chart |
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| August 20, 2012 |
WORTHINGTON ENERGY, INC. PROMISSORY NOTE $25,000.00 San Francisco, California August 9, 2012 EX-10.16 17 ex10-16.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED AUGUST 9, 2012 TO RONALD W. MOECKEL Exhibit 10.16 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEP |
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| August 20, 2012 |
WORTHINGTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE JULY 24, 2013 EX-10.18 19 ex10-18.htm FORM OF $100,000 CONVERTIBLE PROMISSORY NOTE, ISSUED JULY 24, 2012 TO GEL PROPERTIES, INC. Exhibit 10.18 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, A |
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| August 20, 2012 |
EXHIBIT 31.02 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| August 15, 2012 |
8-K 1 wgas8k20120813.htm WORTHINGTON ENERGY, INC. FORM 8-K AUGUST 13, 2012 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): August 13, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-525 |
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| August 15, 2012 |
James E. Burden 275 Battery St., Ste 2600 San Francisco, CA 94111-3356 Exhibit 99.01 James E. Burden 275 Battery St., Ste 2600 San Francisco, CA 94111-3356 415-421-0404 August 13, 2012 Board of Directors Worthington Energy, Inc. 225 Bush St., Ste 1602 San Francisco, CA 94104-4213 Gentlemen: This confirms that in the board of directors meeting held this morning, I submitted to the board my resignation as a director and officer of Worthington Energy, Inc. and confirms |
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| August 14, 2012 |
- WORTHINGTON ENERGY, INC. 12B25 2012-06-30 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52590 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K T Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Repo |
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| July 20, 2012 | ||
| July 20, 2012 |
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 19, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 15, 2012 |
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): June 14, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 Commission File Number 000-52590 Worthington Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or orga |
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| May 15, 2012 |
EXHIBIT 32.01 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 I, Anthony Mason, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Worthington Energy, Inc. on Form 10-Q for the fis |
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| May 15, 2012 |
EXHIBIT 31.01 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| May 15, 2012 |
EXHIBIT 31.02 Certification I, Anthony Mason, certify that: 1. I have reviewed this report on Form 10-Q of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to |
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| May 9, 2012 |
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): April 18, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 9, 2012 |
4¾% SECURED CONVERTIBLE DEBENTURE Exhibit 10.05 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A |
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| May 9, 2012 |
PAYROLL DATA CHANGE ADDITIONAL TERMS Exhibit 10.08 PAYROLL DATA CHANGE ADDITIONAL TERMS Change for Employee/Consultant- Name: Charles F. Volk, Jr. Change Effective as of (Date): April 26, 2012 The parties below agree that the Employment Agreement dated April 1, 2010 between Employee and Worthington Energy, Inc., formerly known as Paxton Energy, Inc., is amended as follows: 1. Title under paragraph A will be Changed to just Chairman o |
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| May 9, 2012 |
EX-10.06 4 ex10-06.htm EQUITY INVESTMENT AGREEMENT, DATED APRIL 30, 2012, BETWEEN WORTHINGTON ENERGY, INC. AND LA JOLLA COVE INVESTORS, INC. Exhibit 10.06 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), |
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| May 9, 2012 |
SECURED CONTINUING PERSONAL GUARANTY Exhibit 10.07 SECURED CONTINUING PERSONAL GUARANTY This Secured Continuing Personal Guaranty (“Guaranty”) is entered into as of April 30, 2012, by Charles F. Volk, Jr., Anthony Mason, and Samuel J. Butero (individually each a “Guarantor”), in favor of La Jolla Cove Investors, Inc. (“LJCI”), with reference to the following: WHEREAS, each Guarantor is an officer, director, executive and/or sharehold |
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| May 9, 2012 |
Exhibit 10.04 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with |
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| April 27, 2012 |
EMPLOYMENT AGREEMENT Anthony Mason EX-10.07 8 ex10-07.htm EMPLOYMENT AGREEMENT, BETWEEN WORTHINGTON ENERGY, INC. AND ANTHONY MASON, DATED APRIL 26, 2012. Exhibit 10.07 EMPLOYMENT AGREEMENT Anthony Mason THIS EMPLOYMENT AGREEMENT ("Agreement") is made to be effective as of the 16th day of April, 2012 (“Starting Date”) between WORTHINGTON ENERGY, INC., a Nevada corporation (“Worthington”), and ANTHONY MASON (“Employee”). R E C I T A |
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| April 27, 2012 |
WORTHINGTON ENERGY, INC. a Nevada corporation COMMON STOCK PURCHASE WARRANT EX-10.03 4 ex10-03.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED MARCH 2, 2012 TO WHAT HAPPENED LLC Exhibit 10.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (T |
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| April 27, 2012 |
EX-10.04 5 ex10-04.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 5, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND ASHER ENTERPRISES, INC. Exhibit 10.04 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 High |
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| April 27, 2012 |
EX-10.06 7 ex10-06.htm PURCHASE AND SALE AGREEMENT, BETWEEN WORTHINGTON ENERGY, INC. AND D BAR LEASING INC., DATED APRIL 26, 2012. Exhibit 10.06 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated as of April 26, 2012 (the “Effective Date”), by and between D Bar Leasing Inc, a Texas Corporation, with its principal place of business at 6710 E. I-20, Abilene, Texas |
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| April 27, 2012 |
8-K 1 wgas8k20120302.htm FORM 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): March 2, 2012 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction |
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| April 27, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.02 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| April 27, 2012 |
Worthington Energy Amends Recent CEO Announcement EX-99.01 9 ex99-01.htm PRESS RELEASE, ISSUED BY WORTHINGTON ENERGY, INC. ON APRIL 26, 2012. Exhibit 99.01 Worthington Energy Amends Recent CEO Announcement SAN FRANCISCO, CA-(Marketwire -04/26/12)- Worthington Energy, Inc. (OTC.BB: WGAS.OB - News) ("Worthington"), an energy turnaround company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, today |
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| April 27, 2012 |
WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT What Happened EX-10.01 2 ex10-01.htm FORM OF SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 2, 2012, BY AND BETWEEN WORTHINGTON ENERGY, INC. AND WHAT HAPPENED LLC Exhibit 10.01 WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT What Happened THIS SUBSCRIPTION AGREEMENT is made as of this 2nd day of March, 2012 between Worthington Energy, Inc., a Nevada corporation with its principal office located at 220 Montgomery Str |
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| April 27, 2012 |
EX-10.05 6 ex10-05.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED MARCH 5, 2012 TO ASHER ENTERPRISES, INC. Exhibit 10.05 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFER |
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| April 16, 2012 |
WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT Sean Whalen EX-10.73 7 ex10-73.htm FORM OF SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 14, 2012 BY AND BETWEEN WORTHINGTON ENERGY, INC. AND SEAN WHALEN Exhibit 10.73 WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT Sean Whalen THIS SUBSCRIPTION AGREEMENT is made as of this 14th day of March, 2012 between Worthington Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, |
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| April 16, 2012 |
Exhibit 32.01 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 I, Charles F. Volk, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Worthington Energy, Inc. on Form 10-K for the |
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| April 16, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE EX-10.77 11 ex10-77.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED MARCH 26, 2012 TO NEW ROCK CAPITAL, LLC Exhibit 10.77 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PL |
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| April 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2011 Commission File Number 000-52590 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or organizat |
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| April 16, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE EX-10.74 8 ex10-74.htm FORM OF CONVERTIBLE PROMISSORY NOTE, ISSUED MARCH 14, 2012 TO SEAN WHALEN Exhibit 10.74 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HY |
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| April 16, 2012 | ||
| April 16, 2012 |
EXHIBIT 31.02 CERTIFICATION I, Charles F. Volk, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| April 16, 2012 |
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Exhibit 23.01 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS James F. Hubbard Consultant hereby consents to the use of its name in the 2011 Annual Report on Form 10-K of Worthington Energy, Inc. and subsidiaries (the “Company”). We further consent to the use of information contained in our report, dated April 11, 2012, setting forth the estimates of reserves from the Company’s oil and gas reserves in |
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| April 16, 2012 |
DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT COVERING AS EXTRACTED COLLATERAL EX-10.70 4 ex10-70.htm FORM OF DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT COVERING AS EXTRACTED COLLATERAL, DATED MARCH 6, 2012 BY PAXACQ, INC. IN FAVOR OF SANJAY KAPOOR Exhibit 10.70 DEED OF TRUST, SECURITY AGREEMENT AND FINANCING STATEMENT COVERING AS EXTRACTED COLLATERAL Terms Date: March 6, 2012 Grantor: PaxAcq, Inc., a Louisiana corporation Grantor’s Mailing Address: 295 Highwa |
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| April 16, 2012 |
EXHIBIT 31.01 CERTIFICATION I, Charles F. Volk, Jr., certify that: 1. I have reviewed this annual report on Form 10-K of Worthington Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| April 16, 2012 |
Exhibit 10.69 is filed via pdf reference. EX-10.69 2 ex10-69.htm CONVERTIBLE NOTE, DATED AUGUST 10, 2011, ISSUED TO GEL PROPERTIES, INC. Exhibit 10.69 Exhibit 10.69 is filed via pdf reference. |
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| April 16, 2012 |
EX-10.71 5 ex10-71.htm FORM OF SECURED PROMISSORY NOTE, ISSUED MARCH 6, 2012 TO SANJAY KAPOOR Exhibit 10.71 $277,500 Bridge Loan Note Dated as of: 03/6/12 Maturity: 60 days Amount: $277,500.00 FOR VALUE RECEIVED, Worthington Energy, Inc., a Nevada corporation (“Maker”) hereby promises to pay to the order of Sanjay Kapoor and/or his assignees (“Holder”), in lawful money of the United States of Amer |
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| April 16, 2012 |
EX-99.01 17 ex99-01.htm RESERVE REPORT OF JAMES F. HUBBARD CONSULTANT Exhibit 99.01 JAMES F. HUBBARD CONSULTANT 5818 Rhodes Ave. New Orleans, LA 70131 Tel: 504-433-4692 Cell: 504-577-1286 April 11, 2012 Worthington Energy, Inc. Lake Village Professional Building 295 Highway 50, Suite 2 P.O. Box 1148 Zephyr Cove, Nevada 89448-1148 Attention: Mr. Charles Volk Subject: 2012 Reserve and Economic Evalu |
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| April 16, 2012 |
WORTHINGTON ENERGY, INC. a Nevada corporation COMMON STOCK PURCHASE WARRANT EX-10.78 12 ex10-78.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED MARCH 26, 2012 TO NEW ROCK CAPITAL, LLC Exhibit 10.78 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMEN |
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| April 16, 2012 |
WORTHINGTON ENERGY, INC. a Nevada corporation COMMON STOCK PURCHASE WARRANT EX-10.75 9 ex10-75.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED MARCH 14, 2012 TO SEAN WHALEN Exhibit 10.75 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “S |
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| April 16, 2012 |
WORTHINGTON ENERGY, INC. a Nevada corporation COMMON STOCK PURCHASE WARRANT EX-10.72 6 ex10-72.htm FORM OF COMMON STOCK PURCHASE WARRANT, ISSUED MARCH 9, 2012 TO ANNA RANCHER Exhibit 10.72 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “S |
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| April 16, 2012 |
WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT New Rock Capital, LLC EX-10.76 10 ex10-76.htm FORM OF SUBSCRIPTION AGREEMENT, DATED AS OF MARCH 26, 2012 BY AND BETWEEN WORTHINGTON ENERGY, INC. AND NEW ROCK CAPITAL, LLC Exhibit 10.76 WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT New Rock Capital, LLC THIS SUBSCRIPTION AGREEMENT is made as of this 26th day of March, 2012 between Worthington Energy, Inc., a Nevada corporation with its principal office located at 295 |
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| March 30, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-52590 NOTIFICATION OF LATE FILING T Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition |
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| March 22, 2012 |
WGAS / Worthington Energy, Inc. / Ironridge Global IV, Ltd. - FORM SC 13G Passive Investment SC 13G 1 v306893sc13g.htm FORM SC 13G United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13G Under the securities exchange act of 1934 WORTHINGTON ENERGY, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 70423P304 (CUSIP Number) March 22, 2012 (Date of Event which requires filing of this Statement) Check the appropriate box to design |
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| March 14, 2012 |
Exhibit 10.06 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFER |
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| March 14, 2012 |
WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT Exhibit 10.04 WORTHINGTON ENERGY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made as of this day of , 2012 between Worthington Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) (the “Company”), and the undersigned (the “Su |
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| March 14, 2012 |
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): December 1, 2011 WORTHINGTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 14, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.02 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| March 14, 2012 |
Exhibit 10.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFER |
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| March 14, 2012 |
PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT Exhibit 10.01 PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made as of this day of , 2012 between Paxton Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) (the “Company”), and the undersigned (the “Subscriber”) |
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| March 14, 2012 |
Exhibit 10.07 Worthington Energy, Inc. FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT FOR OIL & GAS PROPERTIES AND RELATED ASSETS This First Amendment is entered into as of March 5, 2012 by and between Worthington Energy, Inc., a Nevada corporation (“Buyer”), and Black Cat Exploration & Production, LLC, a Texas limited liability company (“Seller”), to amend that certain Purchase and Sale Agreement |
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| March 14, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.05 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| February 8, 2012 |
Articles of Merger (PURSUANT TO NRS 92A.200) Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page USE BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Merger (Pursuant to NRS Chapter 92A - excluding 92A.200(4b)) 1) Name and jurisdiction of organization of each constituen |
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| February 8, 2012 |
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): January 27, 2012 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| January 11, 2012 |
a Nevada corporation COMMON STOCK PURCHASE WARRANT Exhibit 10.07 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFER |
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| January 11, 2012 |
PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT Exhibit 10.01 PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made as of this 19th day of December, 2011 between Paxton Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) (the ?Company?), and the undersigned (the |
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| January 11, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.02 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| January 11, 2012 |
FIRST AMENDMENT TO PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT John T. Reed Exhibit 10.05 FIRST AMENDMENT TO PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT John T. Reed THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT is made as of the 23rd day of December, 2011 between Paxton Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV8944 |
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| January 11, 2012 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.06 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| January 11, 2012 |
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): December 19, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File |
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| January 11, 2012 |
Exhibit 10.08 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 20, 2011, by and between PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Plac |
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| January 11, 2012 |
PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT Exhibit 10.04 PAXTON ENERGY, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is made as of this 19th day of December, 2011 between Paxton Energy, Inc., a Nevada corporation with its principal office located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (Mailing Address: P.O. Box 1148 Zephyr Cove, NV89448-1148) (the “Company”), and the undersigned (the |
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| January 11, 2012 |
Exhibit 10.09 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 11, 2012 |
a Nevada corporation COMMON STOCK PURCHASE WARRANT Exhibit 10.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SECURITIES MAY NOT BE OFFER |
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| November 22, 2011 |
Exhibit 10.03 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this ?Agreement?) made as of the Effective Date of the Note referred to below between Paxton Energy, Inc., a Nevada corporation (the ?Company?), and What Happened LLC, a limited liability company (the ?Subscriber?). RECITALS A. The Company is conducting a private offering (the ?Offering?) of 8% unsecured convertible promissory notes |
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| November 22, 2011 |
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): November 14, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 22, 2011 |
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): November 14, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporatio |
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| November 22, 2011 |
UNSECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.04 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT A |
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| November 22, 2011 |
Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2011, by and between PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Plac |
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| November 22, 2011 |
PURCHASE AND SALE AGREEMENT FOR OIL & GAS PROPERTIES AND RELATED ASSETS PURCHASE AND SALE AGREEMENT FOR OIL & GAS PROPERTIES AND RELATED ASSETS This Agreement is effective as of November 14, 2011 by and between Paxton Energy, Inc. |
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| November 22, 2011 |
Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 18, 2011 |
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): November 14, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 18, 2011 |
PURCHASE AND SALE AGREEMENT FOR OIL & GAS PROPERTIES AND RELATED ASSETS PURCHASE AND SALE AGREEMENT FOR OIL & GAS PROPERTIES AND RELATED ASSETS This Agreement is effective as of November 14, 2011 by and between Paxton Energy, Inc. |
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| November 18, 2011 |
Paxton Energy Signs Acquisition Agreement Paxton Energy Signs Acquisition Agreement SAN FRANCISCO, CA-(Marketwire -11/17/11)- Paxton Energy, Inc. |
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| November 14, 2011 |
EXHIBIT 32.01 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 I, Charles F. Volk, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Paxton Energy, Inc. on Form 10-Q for the f |
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| November 14, 2011 |
Date: November 14, 2011 /s/ CHARLES F. VOLK, JR. Charles F. Volk, Jr., Principal Financial Officer EXHIBIT 31.02 Certification I, Charles F. Volk, Jr., certify that: 1. I have reviewed this report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| November 14, 2011 |
Date: November 14, 2011 /s/ CHARLES F. VOLK, JR. Charles F. Volk, Jr., Chief Executive Officer EXHIBIT 31.01 Certification I, Charles F. Volk, Jr., certify that: 1. I have reviewed this report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| November 14, 2011 |
PAXTON ENERGY, INC. 6% CONVERTIBLE REDEEMABLE SECURED NOTE DUE AUGUST 10, 2012 Exhibit 10.01 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $75,000.00 PAXTON ENERGY, INC. 6 |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 Commission File Number 000-52590 Paxton Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or organ |
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| October 31, 2011 |
Exhibit 99.1 SOURCE: Paxton Energy, Inc. October 26, 2011 10:00 ET Paxton Energy Enters Into Definitive Purchase Agreement SAN FRANCISCO, CA-(Marketwire - Oct 26, 2011) - Paxton Energy, Inc. (OTCBB: PXTE) (Paxton), an energy turnaround company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, is pleased to announce that on October 25, 2011, the Co |
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| October 31, 2011 |
Exhibit 2.1 ASSET SALE AGREEMENT BETWEEN Black Sands Energy, LLC (AS SELLER) AND Paxton Energy, Inc. (AS BUYER) Dated October 24, 2011 ASSET SALE AGREEMENT THIS ASSET SALE AGREEMENT (this ?Agreement?), dated October 24, 2011, is between Black Sands Energy, LLC, a limited liability corporation, whose business address is 508 West Lookout Drive, 14-3, Richardson, Texas 75080 ( the ?Seller?) and Paxto |
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| October 31, 2011 |
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): October 25, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 24, 2011 |
Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 12, 2011, by and between PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, |
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| August 24, 2011 |
Exhibit 10.02 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 24, 2011 |
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): August 12, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 24, 2011 |
Exhibit 99.1 Paxton Recaps Positive Developments from 10-Q Filing SAN FRANCISCO, CA-(Marketwire - 08/24/11) - Paxton Energy, Inc. (OTC.BB:PXTE - News) (Paxton), an energy turnaround company engaged in the acquisition, exploration, development and drilling of oil and natural gas properties, is pleased to recap highlights from their June 30, 2011 Form 10-Q filing. During May 2011, Paxton acquired a |
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| August 24, 2011 |
Exhibit 99.2 is filed by pdf reference. Exhibit 99.2 Exhibit 99.2 is filed by pdf reference. |
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| August 24, 2011 | ||
| August 22, 2011 |
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, 2011 Commission File Number 000-52590 Paxton Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorpo |
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| August 15, 2011 | ||
| August 15, 2011 |
EXHIBIT 31.01 Certification I, Charles F. Volk, Jr., certify that: 1. I have reviewed this report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| August 15, 2011 | ||
| August 15, 2011 |
EXHIBIT 32.01 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 I, Charles F. Volk, Jr., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Paxton Energy, Inc. on Form 10-Q for the f |
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| August 15, 2011 |
EXHIBIT 31.02 Certification I, Charles F. Volk, Jr., certify that: 1. I have reviewed this report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t |
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| August 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 Commission File Number 000-52590 Paxton Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or organizati |
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| August 15, 2011 | ||
| August 15, 2011 |
Exhibit 10.02 is filed by pdf reference. Exhibit 10.02 Exhibit 10.02 is filed by pdf reference. |
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| August 15, 2011 |
a Nevada corporation PAXTON ENERGY, INC. AMENDED AND RESTATED 2010 INCENTIVE STOCK OPTION PLAN Exhibit 10.05 a Nevada corporation PAXTON ENERGY, INC. AMENDED AND RESTATED 2010 INCENTIVE STOCK OPTION PLAN The Paxton Energy, Inc. 2010 Incentive Stock Option Plan (the ?Plan?) was adopted by the Board of Directors on May 18, 2010 and was approved by the Stockholders of the Company on June 29, 2010, and in order to provide greater flexibility to retain and to attract directors, executives and se |
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| August 15, 2011 |
Exhibit 10.04 is filed by pdf reference. Exhibit 10..04 Exhibit 10.04 is filed by pdf reference. |
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| August 15, 2011 | ||
| August 15, 2011 |
Exhibit 10.03 is filed by pdf reference. Exhibit 10.03 Exhibit 10.03 is filed by pdf reference. |
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| August 15, 2011 |
Exhibit 10.01 is filed by pdf reference. Exhibit 10.01 Exhibit 10.01 is filed by pdf reference. |
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| July 1, 2011 |
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): June 7, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| July 1, 2011 |
EMPLOYMENT AGREEMENT Robert Fulton (Tony) Smith, Jr. Exhibit 10.01 EMPLOYMENT AGREEMENT Robert Fulton (Tony) Smith, Jr. THIS EMPLOYMENT AGREEMENT ("Agreement") is made to be effective as of the 15th day of June, 2011 (“Starting Date”) between PAXTON ENERGY, INC., a Nevada corporation (“Paxton”), and ROBERT FULTON (TONY) SMITH, JR. (“Employee”). For good and valuable consideration, the parties agree as follows: 1. Hiring. Paxton hereby hires and empl |
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| June 20, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Paxton Energy, Inc. |
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| June 9, 2011 |
Unregistered Sales of Equity Securities 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): June 6, 2011 PAXTON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 0-52590 20-1399613 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 Commission File Number 000-52590 Paxton Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 20-1399613 (State or other jurisdiction of incorporation or organizat |
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| May 16, 2011 |
EXHIBIT 31.02 Certification I, Stephen Spalding, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res |
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| May 16, 2011 |
EXHIBIT 31.01 Certification I, Charles F. Volk, Jr., certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Paxton Energy, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with |
