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~~January 8, ~~2014~~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

File Number)

(IRS Employer

Identification Number)

145 Corte Madera Town Center #138

Corte Madera, CA 94925

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 450-1515

Not Applicable

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry ~~into~~Into a Material Definitive Agreement.

~~Tarpon~~On ~~Bay~~January ~~Partners~~8, ~~Settlement~~2015, Worthington Energy, Inc. (the “Company”) closed a Securities Purchase Agreement (“SPA I”) with LG Capital Funding LLC (“Capital Funding”) providing for the purchase of a Convertible Redeemable Note in the principal amount of $26,875 (“Note I”). Note I contains an $5,375 original issue discount to cover legal and due diligence fees such that the cash proceeds received on the closing of Note I is $21,500. Note I bears interest at the rate of 8% per annum; is due and payable on January 8, 2016; and may be converted by Capital Funding at any time after 180 days of the date of closing into shares of Company common stock at a conversion price equal to a 45% discount of the lowest closing bid price of the Common Stock as reported on the National Quotation Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company(as set forth in Note I) calculated at the time of conversion. Note I also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under Note I in the event of such defaults.

On ~~April~~January 313, ~~2014~~2015, ~~2013,~~the Company ~~Worthington~~also ~~Energy, Inc.,~~closed a ~~Nevada~~Securities ~~Corporation~~Purchase ~~(the~~Agreement (“~~Company~~SPA II”) ~~entered~~with ~~into~~Adar aBays, ~~Settlement~~LLC ~~and~~(“Adar ~~Agreement~~Bays) ~~and~~providing ~~Release (~~for the ~~“Tarpon~~purchase ~~Settlement Agreement”)~~of ~~with~~a ~~Tarpon~~Convertible ~~Bay~~Redeemable ~~Partners~~Note ~~LLC,~~in athe ~~Florida~~principal ~~limited~~amount ~~liability~~of ~~company~~$20,625 (“~~Tarpon~~Note II”). ~~pursuant~~Note toII ~~which~~contains ~~the~~as $4,125 ~~Company~~original ~~agreed~~issue discount to ~~issue~~cover ~~common~~legal ~~stock~~and todue ~~IBC~~diligence infees ~~exchange~~such ~~for~~that the ~~settlement~~cash proceeds received on the closing of Note II is $116,~~127,495~~500. ~~(the~~The ~~“Tarpon~~Notes ~~Settlement~~II ~~Amount”)~~ bear interest at the rate of ~~past-~~8% per annum; are due ~~accounts~~and payable on January 13, 2016; and may be converted by Adar Bays at any time after 180 days of the date of closing into shares of Company~~. Tarpon~~ ~~purchased~~common ~~the~~stock ~~accounts~~at ~~payable~~a ~~from~~conversion ~~certain~~price ~~vendors~~equal to a 45% discount of the ~~Company~~lowest closing bid price as ~~described~~ ~~below.~~reported Inon ~~addition,~~the National Quotation Bureau OYCQB exchange which the Company’s shares ~~issued~~are totraded ~~Tarpon~~or aany ~~convertible~~exchange ~~promissory~~upon ~~note~~which in the ~~principal~~Common ~~amount~~Shares ofmay ~~$75,000~~be (traded in the ~~“Tarpon~~ ~~Note”)~~future, ~~maturing~~for onthe ~~December~~twenty ~~31,~~prior ~~2014,~~trading ~~convertible~~days ~~into~~including the ~~shares~~day upon which a Notice of Conversion is received by the Company’s ~~common~~(as ~~stock~~set forth in Note II) calculated at athe time of conversion. ~~price~~Note ~~equal~~II toalso ~~50%~~contain certain representations, warranties, covenants and events of ~~the~~default, ~~low~~and ~~closing~~increases ~~bid~~in ~~price~~the ~~for~~amount of the ~~thirty~~principal and ~~days~~interest ~~prior~~rates tounder ~~conversion~~Note II in the event of such defaults.

OnThe ~~April~~foregoing ~~21, 2014, the Circuit Court of~~description ~~the~~of ~~Second~~SPA ~~Judicial Circuit for Leon County~~I, ~~Florida~~Note ~~(the “Leon Court”)~~I, ~~entered~~SPA anII ~~order (the “Tarpon Order”) approving, among other things, the fairness of the terms~~ and ~~conditions~~Notes ofII anare ~~exchange~~not ~~pursuant~~intended to ~~Section~~be ~~3(a)(10)~~complete ofand ~~the~~is ~~Securities Act~~qualified ofin ~~1933,~~its asentirety ~~amended~~by (the ~~“Securities~~complete ~~Act”),~~text ~~in accordance with a stipulation~~ of ~~settlement, pursuant to the Settlement~~ ~~Agreement between~~ the ~~Company~~documents ~~and~~attached ~~IBC,~~as inExhibit ~~the matter entitled Tarpon Bay Partners, LLC v~~10. ~~Worthington Energy~~1, ~~Inc. (the “Tarpon~~Exhibit ~~Action”)~~10. ~~Tarpon commenced the Action against the Company to recover an aggregate of $74~~2,~~514.01~~ ofExhibit past-due accounts payable of the Company (the “Tarpon Claim”), which Tarpon had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between Tarpon and each of such vendors (the “Tarpon Assigned Accounts”)10. ~~The Tarpon Assigned Accounts relate to certain legal, accounting, and financial services provided to the Company. The Tarpon Settlement Agreement was entered into on April~~ 3, ~~2014. The Tarpon Order provides for the full~~ and ~~final~~Exhibit ~~settlement of the Tarpon Claim and the Tarpon Action~~10.4 ~~The~~to ~~Tarpon~~this ~~Settlement~~Current ~~Agreement~~Report ~~became effective and binding upon the Company and Tarpon upon execution of the Tarpon Order by the Leon Court~~ on ~~April~~Form ~~21, 2014~~8-K.

~~Pursuant~~Item to the terms of the Tarpon Settlement Agreement approved by the Order, on April 21, 2014, the Company agreed to issue to Tarpon shares (the “Tarpon Settlement Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The Tarpon Settlement Agreement provides that the Tarpon Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the Tarpon Settlement Amount through the issuance of freely trading securities issued pursuant to Section 3~~(a)(10) of the Securities Act~~.02 Unregistered ~~Pursuant~~Sales ~~to the Tarpon Settlement Agreement, Tarpon may deliver a request to the Company which states the dollar amount (designated in U.S. Dollars)~~ of ~~Common~~Equity Stock to be issued to Tarpon (the “Tarpon Share Request”). The parties agree that the total amount of Common Stock to be delivered by the Company to satisfy the IBC Share Request shall be issued at a thirty percent (30%) of the Common Stock over Valuation Period (as defined in the Tarpon Settlement Agreement). Additional tranche requests shall be made as requested by Tarpon until the Tarpon Settlement Amount is paid in full so long as the number of shares requested does not make Tarpon the owner of more than 9.99% of the outstanding shares of Common Stock at any given time.Securities

The ~~Tarpon~~descriptions ~~Settlement~~of ~~Agreement provides~~the ~~that~~equity securities described in noItem ~~event~~1.01 ~~shall~~issued by the ~~number~~Company ofare ~~shares~~incorporated ofherein. ~~Common~~The ~~Stock~~issuance ~~issued~~of tothe ~~Tarpon~~notes orset ~~its~~forth ~~designee~~herein were made in ~~connection~~reliance ~~with~~on the ~~Tarpon~~exemption ~~Settlement Agreement,~~provided ~~when~~by ~~aggregated~~Section ~~with~~4(2) ~~all~~of ~~other~~the ~~shares~~Securities Act of ~~Common~~1933, ~~Stock~~as ~~then~~amended ~~beneficially~~(the ~~owned~~“Securities Act”) byfor ~~Tarpon~~the offer and ~~its~~sale ~~affiliates~~of ~~(as~~securities ~~calculated~~not involving a public offering, and Regulation D promulgated under the Securities ~~pursuant~~Act. toThe Company’s reliance upon Section 134(d2) of the Securities ~~Exchange~~ Act ofin ~~1934,~~issuing ~~as amended (~~the ~~“Exchange~~securities ~~Act”),~~was ~~and~~based upon the ~~rules and~~following ~~regulations~~factors: ~~thereunder~~(a), ~~result~~the inissuance of the ~~beneficial~~securities ~~ownership~~was an isolated private transaction by ~~IBC~~us ~~and~~which ~~its~~did ~~affiliates~~not involve a public offering; (asb) ~~calculated~~there ~~pursuant~~was toonly ~~Section~~one 13recipient; (dc) there were no subsequent or contemporaneous public offerings of the ~~Exchange~~securities ~~Act~~by ~~and~~the Company; (d) the ~~rules~~securities ~~and~~were ~~regulations~~not ~~thereunder~~broken down into smaller denominations; (e) atthe ~~any~~negotiations ~~time~~for the issuance of ~~more~~the ~~than~~securities ~~9.99%~~took place directly between the individual and the Company; and (f) the recipient of the ~~Common~~notes ~~Stock~~was an accredited investor.

AsItem ~~of the date of this Report (defined below), the Company has settled $36,897~~9.1701. ofFinancial ~~the~~Statements ~~Tarpon~~and ~~Settlement Amount, which was converted into 310,026,000 shares of Common Stock~~Exhibits.

2(d) Exhibits

IBC Funds Settlement Agreement

Exhibit Number			Description
10.1			Securities Purchase Agreement, dated January 8, 2015, with LG Capital Funding, LLC

10.2			Convertible Redeemable Note, dated January 8, 2015, with LG Capital Funding, LLC

10.3			Securities Purchase Agreement, dated January 13, 2014, with Adar Bays, LLC

10.4			Convertible Redeemable Note, dated January 13, 2014 with Adar Bays, LLC

On April 24, 2014, the Company entered into a Settlement and Agreement and Release (the “IBC Settlement Agreement”) with IBC Funds, LLC, a Nevada limited liability company (“IBC”) pursuant to which the Company agreed to issue common stock to IBC in exchange for the settlement of $74,514.01 (the “IBC Settlement Amount”) of past-due accounts payable of the Company. IBC purchased the accounts payable from certain vendors of the Company as described below.SIGNATURE

OnPursuant ~~April~~to ~~25, 2014,~~ the ~~Circuit Court of~~requirement ~~the Twelfth Judicial Circuit for Sarasota County, Florida (the “Sarasota Court”), entered an order (the “IBC Order”) approving, among other things, the fairness~~ of the ~~terms and conditions of an exchange pursuant to Section 3(a)(10) of the~~ Securities Exchange Act, ~~in accordance with a stipulation~~ of ~~settlement~~1934, ~~pursuant to~~ the ~~IBC~~registrant ~~Settlement~~has ~~Agreement~~duly ~~between~~caused ~~the~~this ~~Company and~~report ~~IBC, in the matter entitled IBC Funds, LLC v. Worthington Energy, Inc. (the “IBC Action”). IBC commenced the IBC Action against the Company~~ to ~~recover~~be ansigned aggregate of $74,514.01 of past-due accounts payable of the Company (the “IBC Claim”), which IBC had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between IBC and each of such vendors (the “IBC Assigned Accounts”). The IBC Assigned Accounts relate to certain legal, accounting, and financial services provided to the Company. The Settlement Agreement was entered into on ~~April 24,~~its ~~2014.~~behalf ~~The~~by ~~IBC Order provides for~~ the ~~full and final settlement of the IBC Claim and the IBC Action. The Settlement Agreement~~undersigned ~~became~~thereunto ~~effective~~duly ~~and binding upon the Company and IBC upon execution of the IBC Order by the Sarasota Court on April 25, 2014~~authorized.

Pursuant to the terms of the IBC Settlement Agreement approved by the IBC Order, on April 24, 2014, the Company agreed to issue to IBC shares (the “IBC Settlement Shares”) of the Company’s Common Stock. The IBC Settlement Agreement provides that the IBC Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the IBC Settlement Amount through the issuance of freely trading securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to the IBC Settlement Agreement, IBC may deliver a request to the Company which states the dollar amount (designated in U.S. Dollars) of Common Stock to be issued to IBC (the “IBC Share Request”). The parties agree that the total amount of Common Stock to be delivered by the Company to satisfy the IBC Share Request shall be issued at a fifty percent (50%) discount to market based upon the average of the volume weighted average price of the Common Stock over the fifteen (15) trading day period preceding the IBC Share Request. Additional tranche requests shall be made as requested by IBC until the IBC Settlement Amount is paid in full so long as the number of shares requested does not make IBC the owner of more than 4.99% of the outstanding shares of Common Stock at any given time.

	WORTHINGTON ENERGY, INC.

Date February 18, 2015	By: /s/ CHARLES VOLK
	Charles Volk
	Chief Executive Officer

The IBC Settlement Agreement provides that in no event shall the number of shares of Common Stock issued to IBC or its designee in connection with the IBC Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act of 1934, and the rules and regulations thereunder), result in the beneficial ownership by IBC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 4.99% of the Common Stock.

As of the date of this Report (defined below), the Company has settles $22,900 of the IBC Settlement amount, which was converted into 234,000,000 shares of Common Stock.

The description of the Tarpon Settlement Agreement, Tarpon Note, and IBC Settlement Agreement do not purport to be complete and are qualified in their entirety by reference to the Tarpon Settlement Agreement, Tarpon Note and IBC Settlement Agreement, which are filed as Exhibit 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

Between January 1, 2014 and September 4, 2014, the Company issued 2,821,101,073 shares of Common Stock to Tarpon, IBC, and other parties in transactions that were exempt from registration under the Securities Act. As of September 4, 2014, there were 2,869,519,180 shares of Common Stock issued and outstanding.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosures set forth under Item 1.01 of this Report, with disclosures incorporated herein by reference.

The issuances of Common Stock pursuant to the terms of the Tarpon Settlement Agreement and IBC Settlement Agreement, approved by the Tarpon Order and IBC Order, respectively, are exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.

The descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein. The issuance of the Notes was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the Notes was an accredited investor.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number	Description
	10.1	Settlement Agreement and Release, dated April 3, 2014, by and between Worthington Energy Inc. and Tarpon Bay Partners LLC.
	10.2	Convertible Promissory Note, dated April 22, 2014
	10.3	Settlement Agreement and Release, dated April 24, 2014, by and between Worthington Energy Inc. and IBC Funds LLC.

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORTHINGTON ENERGY, INC.
Date September 9, 2014	By: /s/ CHARLES VOLK
	Charles Volk
	Chief Executive Officer

Filing Compare · WORTHINGTON ENERGY, INC.