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~~ June 30, ~~2013~~ 2014

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

Worthington Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

20-1399613

(I.R.S. Employer Identification No.)

145 Corte Madera Town Center #138

Corte Madera, California 94925

(Address of principal executive offices) (Zip code)

(775) 450-1515

(Registrant’ s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( § 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ o

Accelerated filer ¨ o

Non-accelerated filer ¨ o

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ o No x

As of ~~January~~March 213, ~~2014~~2015, issuer had 472,~~476~~868,~~293~~ 077,366 outstanding shares of common stock, par value $0.001.

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	14
Condensed Consolidated Balance Sheets (Unaudited)	24
Condensed Consolidated Statements of Operations (Unaudited)	35
Condensed Consolidated Statement of Stockholders’ Deficiency (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited)	6
Condensed Consolidated Statements of Cash Flows (Unaudited)	57
Notes to Condensed Consolidated Financial Statements (Unaudited)	68
Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	3626
Item 4. Controls and Procedures	3626
PART II – OTHER INFORMATION	38
Item 1. Legal Proceedings	3827
Item 1A. Risk Factors	3928
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3929
Item 3. Defaults Upon Senior Securities	4030
Item 4. Mine Safety Disclosures	4131
Item 5. Other Information	4231
Item 6. Exhibits	4231
Signatures	4332

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Worthington Energy, Inc. has included its unaudited condensed consolidated balance sheets as of September 30, 2013, and December 31, 2012 (the end of its most recently completed fiscal year); unaudited condensed consolidated statements of operations and cash flows for the nine months ended September 30, 2013 and 2012, and for the period from June 30, 2004 (date of inception) through September 30, 2013 , and the unaudited condensed consolidated statement of stockholders' equity (deficit) for the nine months ended September 30, 2013, together with unaudited condensed notes thereto. In the opinion of the management of Worthington Energy, Inc., the condensed consolidated financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to fairly present the consolidated financial condition, results of operations, and cash flows of Worthington Energy, Inc., for the interim periods presented. The condensed consolidated financial statements included in this report on Form 10-Q should be read in conjunction with the audited financial statements of Worthington Energy, Inc., and the notes thereto for the year ended December 31, 2012, included in its annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2013.

WORTHINGTON ENERGY, INC.

(AN EXPLORATION-STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30			December 31,
	June 30,			December 31,
	2013			2012
	2014			2013
	(unaudited)
ASSETS	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	4265		$	~~8,065~~166
Prepaid expenses and other current assets		-			36,431
Total Current Assets		265			166
Total Current Assets		4			44,496
Oil and gas properties, held for recession		–			5,698,563
Property and Equipment, net of accumulated depreciation		11,614			14,570
Oil and gas properties		762,941			–
Oil and gas properties		5,798,563			6,854,550
Property and equipment, net of accumulated depreciation		7,562			10,123
Deferred financing costs		-			370,000
Earnest money deposit		-			100,000
Other assets		14,610			14,610
Total Assets	$	5785,~~824,791~~378		$	75,~~398~~723,~~226~~462
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Accounts payable	$	~~650~~620,~~391~~892		$	~~412~~863,~~327~~702
Accrued liabilities		1,579,100			1,432,850
Accrued interest		122,756			1,340,122
Payable to Ironridge Global IV, Ltd.		68,028			1,489,623
Accrued liabilities		351,708			442,863
Payable to former officer		115,000			-
Payable to Tarpon Bay Partners, LLC		1,078,578			–
Unsecured convertible promissory notes payable, net of discount, in default		822,425			663,054
Payable to Ironridge Global IV, Ltd.		140,876			241,046
Secured notes payable, net of discount, in default		601,651			1,502,273
Payable to former officer		15,000			115,000
Convertible debentures in default		2,453,032			2,550,000
Unsecured convertible promissory notes payable, net of discount, in default		996,520			929,964
Derivative liabilities		7,663,411			7,795,335
Secured notes payable, net of discount		533,040			620,512
Total Current Liabilities		13,953,038			15,845,462
Convertible debentures in default		–			2,453,032
Derivative liabilities		2,287,831			7,908,415
Total Current Liabilities		6,147,201			14,914,656
Long-Term Liabilities
Long-term asset retirement obligation		37190,~~288~~705			37,288
Total Liabilities		136,~~990~~337,~~326~~906			1514,~~882~~951,~~750~~944
Stockholders' Deficiency:
Undesignated preferred stock, $0.001 par value; 9,000,000 share authorized, none issued and outstanding		-–			-–
Series A convertible preferred stock, $0.001 par value; 1,000,000 shares authorized, 1,000,000 and none shares; issued and outstanding, respectively		1,000			-
Series A convertible preferred stock, $0.001 par value; 1,000,000 shares authorized, 1,000,000 shares issued and outstanding		1,000			1,000
Common stock, $0.001 par value; 6,490,000,000 shares authorized, 45,829,525 and 1,142,244 shares issued and outstanding, respectively		45,828			1,141
Common stock, $0.001 par value; 6,490,000,000 shares authorized, 2,530,877,041 and 47,476,293 shares issued and outstanding, respectively		2,530,876			47,476
Additional paid-in capital		2624,~~235~~585,~~158~~517			2326,~~904~~435,~~706~~670
Deficit accumulated during the exploration stage		(34,447,521	)		(32,390,371	)
Accumulated deficit		(32,669,921	)		(35,712,628	)
Total Stockholders' Deficiency		(85,~~165~~552,~~535~~528	)		(89,~~484~~228,~~524~~482	)
Total Liabilities and Stockholders' Deficiency	$	5785,~~824,791~~378		$	75,~~398~~723,~~226~~462

The accompanying notes are an integral part of these condensed consolidated financial statements.

WORTHINGTON ENERGY, INC.

(AN EXPLORATION-STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

													For the Period
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
													from
	2014			2013			2014			2013
													June 30, 2004
Oil and gas revenues, net	$	–		$	–		$	–		$	–
													(Date of
Costs and Operating Expenses
													Inception)
Impairment loss on oil and gas properties		–			–			–			11,623
	For the Three Months Ended						For the Nine Months Ended						through
General and administrative expense		716,153			448,637			1,039,720			890,492
	September 30,						September 30,						September 30,
Total costs and operating expenses		716,153			448,637			1,039,720			902,115
	2013			2012			2013			2012			2013
Loss from operations		(716,153	)		(448,637	)		(1,039,720	)		(902,115	)
Oil and gas revenues, net	$	-		$	-		$	-		$	-		$	370,437
Other income (expense)
Costs and Operating Expenses
Change in fair value of derivative liabilities		413,924			1,238,545			1,117,306			1,402,514
Lease operating expenses		-			3,583						3,583			164,381
Gain on recession of oil and gas properties		3,915,707			–			3,915,707			–
Impairment loss on oil and gas properties		-			-			11,623			-			5,096,701
Interest expense		(27,411	)		(143,246	)		(173,318	)		(308,233	)
Accretion of asset retirement obligations		-			57			-			171			8,982
Financing costs and penalty interest		(199,460	)		(271,945	)		(484,931	)		(597,758	)
General and administrative expense		209,277			402,457			1,015,555			1,449,866			7,309,745
Amortization of debt discount		(165,543	)		(179,025	)		(292,337	)		(530,829	)
Share-based compensation		-			88,768			84,214			278,565			8,198,057
Amortization of deferred financing costs		–			(370,000	)		–			(370,000	)
Total costs and operating expenses		209,277			494,865			1,111,392			1,732,185			20,777,866
Total other income (expense)		3,937,217			274,329			4,082,427			(404,306	)
Loss from operations		(209,277	)		(494,865	)		(1,111,392	)		(1,732,185	)		(20,407,429	)
Net income (loss)	$	3,221,064		$	(174,308	)	$	3,042,707		$	(1,306,421	)
Other income (expense)
Earnings (loss) Common Share
Interest income		-			-						-			63,982
Basic	$	0.00		$	(0.02	)	$	0.00		$	(0.24	)
Change in fair value of derviative liabilities		(185,515	)		(3,094,402	)		1,216,999			(3,162,483	)		(2,972,149	)
Diluted	$	0.00		$	(0.02	)	$	0.00		$	(0.24	)
Gain on transfer of common stock from Bayshore Exploration, L. L. C.		-			-						-			24,000
Basic and Diluted Weighted-Average Common Shares Outstanding
Interest expense		(142,968	)		(215,643	)		(451,201	)		(628,819	)		(2,102,827	)
Basic		1,271,345,644			8,393,391			679,844,247			5,409,600
Amortization of discount on convertible debentures and notes and other debt		(212,969	)		(25,000	)		(1,341,556	)		(224,451	)		(7,531,475	)
Diluted		32,636,478,657			8,393,391			32,044,977,260			5,409,600
Interest expense - Ironridge Global IV, Ltd		-			-						-			(594,935	)
Amortization of deferred financing costs		-			(470,322	)		(370,000	)		(3,002,567	)		(926,688	)
Total other income (expense)		(541,452	)		(3,805,367	)		(945,758	)		(7,018,320	)		(14,040,092	)
Net loss	$	(750,729	)	$	(4,300,232	)	$	(2,057,150	)	$	(8,750,505	)	$	(34,447,521	)
Basic and Diluted Loss Per Common Share	$	(0.02	)	$	(9.31	)	$	(0.13	)	$	(31.39	)
Basic and Diluted Weighted-Average Common Shares Outstanding		36,845,556			461,989			16,003,402			278,723

The accompanying notes are an integral part of these condensed consolidated financial statements.

WORTHINGTON ENERGY, INC.

(AN EXPLORATION-STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

(UNAUDITED)

														Deficit
											Additional						Total
														Accumulated
	Series A Preferred Stock				Common Stock						Paid in			Accumulated			Stockholders'
											Additional			During the			Total
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
	Series A Preferred Stock				Common Stock						Paid in			Exploration			Stockholders'
Balance - January 1, 2014		1,000,000	$	1,000		47,476,293		$	47,476		$	26,435,670		$	(35,712,628	)	$	(9,228,482	)
	Shares		Amount		Shares			Amount			Capital			Stage			(Deficit)
Issuance of common stock upon conversion of notes payable and accrued interest						1,697,923,758			1,697,923			(1,349,863	)					348,060
Balance - December 31, 2012		-	$	-		1,142,244		$	1,141		$	23,904,706		$	(32,390,371	)	$	(8,484,524	)
Issuance of common stock to Ironridge Global IV, Ltd. in settlement of liabilities						391,000,000			391,000			(290,830	)					100,170
Issuance of common stock upon conversion of notes payable and accrued interest - weighted average of $0.018 per share						36,942,373			36,942			634,158						671,100
Issuance of common stock to Tarpon Bay Partners, LLC in settlement of liabilities						310,026,000			310,026			(261,109	)					48,917
Issuance of common stock to Ironridge in settlement of liabilities, January 2013 to June 2013, $0.217 per share						6,550,000			6,550			1,415,045						1,421,595
Issuance of common stock for acquisition of oil and gas properties						70,000,000			70,000			56,000						126,000
Issuance of common stock to La Jolla Cove Investors, Inc. upon conversion of convertible debentures weighted average of $0.026 per share						310,494			310			7,690						8,000
Issuance of common stock to La Jolla Cove Investors, Inc. upon conversion of convertible debentures						13,444,444			13,444			(12,544	)					900
Issuance of common stock to La Jolla under an equity imvestment agreement - weighted average of $0.391 per share						202,814			203			79,027						79,230
Issuance of common stock to La Jolla Cove Investors, Inc. under an equity investment agreement						6,546			7			8,993						9,000
Issuance of common stock and warrants for cash, February 2013, $0.607 per unit						641,600			642			90,358						91,000
Issuance of common stock to Caro Capital, Inc. under an equity investment agreement						1,000,000			1,000			(800	)					200
Issuance of common stock to chief executive officer in satisfaction of certain amounts owed to him, February 2013, $0.25 per share						100,000			100			24,900						25,000
Net Income															3,042,707			3,042,707
Issuance of common stock for services, February 2013 - weighted avearage of $0.673 per share						30,000			30			20,170						20,200
Balance - June 30, 2014		1,000,000	$	1,000		2,530,877,041		$	2,530,876		$	24,585,517		$	(32,669,921	)	$	(5,552,528	)
Return and cancelation of common stock in connection with the Settlement Agreement with
Black Cat Exploration & Production, LLC and former officer, January 25, 2013, valued at $0.60 per share						(90,000	)		(90	)		(53,910	)					(54,000	)
Share-based compensation from grant of common stock options and issuance of common stock warrants to officers, directors and consultants						-			-			64,014						64,014
Issuance of Series A Preferred Stock for accrued compensation		1,000,000		1,000								49,000						50,000
Net Loss															(2,057,150	)		(2,057,150	)
Balance - September 30, 2013		1,000,000	$	1,000		45,829,525		$	45,828		$	26,235,158		$	(34,447,521	)	$	(8,165,535	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

WORTHINGTON ENERGY, INC.

(AN EXPLORATION-STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							For the Period
	For the Six Months Ended June 30,
							from
	2014			2013
							June 30, 2004
Cash Flows From Operating Activities
							(Date of
Net income (loss)	$	3,042,707		$	(1,306,421	)
							Inception)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
	For the Nine Months Ended						through
Impairment loss on oil and gas properties		–			11,623
	September 30,						September 30,
Share-based compensation for services		–			84,214
	2013			2012			2013
Financing costs and penalty interest		484,931			597,758
Cash Flows From Operating Activities
Amortization of debt discount		292,337			530,829
Net loss	$	(2,057,150	)	$	(8,750,505	)	$	(34,447,521	)
Amortization of deferred financing costs		–			370,000
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on recession of oil and gas properties		(3,915,707	)		–
Impairment loss on oil and gas properties		11,623			-			5,096,701
Accretion of asset retirement obligation		3,764			–
Share-based compensation for services		84,214			278,565			8,198,056
Depreciation expense		2,561			2,548
Amortization of deferred financing costs and discount on convertible debentures and notes and other debt		1,711,556			3,227,018			8,458,163
Change in fair value of derivative liabilities		(1,117,306	)		(1,402,514	)
Interest expense - Ironridge Global IV, Ltd.		-			-			594,935
Change in assets and liabilities:
Gain on transfer of common stock from Bayshore Exploration, L.L.C.		-			-			(24,000	)
Prepaid expense and other current assets		–			36,308
Accretion of asset retirement obligation		-			171			8,982
Other assets		–			100,000
Depreciation expense		3,822			3,273			15,168
Accounts payable and accrued liabilities		864,848			572,043
Change in fair value of derivative liabilities		(1,216,999	)		3,162,483			2,972,149
Net Cash Used In Operating Activities		(341,865	)		(403,612	)
Change in assets and liabilities:
Cash Flows From Investing Activities
Prepaid expense and other current assets		36,431			11,509			16,818
Purchase of property and equipment		–			(866	)
Other assets		100,000			-			85,390
Net Cash Used in Investing Activities		–			(866	)
Accounts payable and accrued liabilities		908,558			1,122,545			4,577,640
Cash Flows From Financing Activities
Net Cash Used In Operating Activities		(417,945	)		(944,941	)		(4,447,519	)
Proceeds from the issuance of common stock and warrants, net of registration and offering costs		9,200			144,000
Cash Flows From Investing Activities
Proceeds from issuance of convertible notes and other debt, less amount held in attorney's trust accounts		332,764			260,500
Proceeds from the sale of oil and gas properties					-			500,000
Payment on principal on notes payable		–			(3,750	)
Acquisition of oil and gas properties					(214,425	)		(3,658,565	)
Net Cash Provided By Financing Activities		341,964			400,750
Earnest money deposit					(100,000	)		(100,000	)
Net Increase (Decrease) In Cash and Cash Equivalents		99			(3,728	)
Purchase of property and equipment		(866	)		(4,321	)		(26,782	)
Cash and Cash Equivalents At Beginning Of Period		166			8,065
Net Cash Used in Investing Activities		(866	)		(318,746	)		(3,285,347	)
Cash and Cash Equivalents At End Of Period	$	265		$	4,337
Cash Flows From Financing Activities
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Proceeds from the issuance of common stock and warrants, net of registration and offering costs		149,000			50,000			3,378,970
Cash paid during the period for interest	$	–			13,650
Proceeds from issuance of convertible notes and other debt, and related beneficial conversion features and common stock, less amount held in attorney's trust accounts		265,500			1,400,668			3,348,500
Cash paid during the period for taxes	$	–		$	–
Proceeds from issuance of convertible debentures					-			2,550,000
NON CASH INVESTING AND FINANCING ACTIVITIES
Proceeds from related parties for issuance of secured convertible notes and other debt, and related beneficial conversion features and common stock					-			180,000
Derivative liabilities recorded as valuation discounts	$	372,764		$	1,078,258
Payment of deferred financing costs					(50,000	)		(506,000	)
Common stock issued for conversion of notes and accrued interest	$	348,960		$	1,645,725
Payment of payable to Bayshore Exploration, L.L.C.					-			(489,600	)
Common stock issued for Ironridge Global IV Ltd settlement	$	100,170		$	1,405,495
Payment of principal on notes payable stockholder					-			(325,000	)
Common stock issued for Tarpon Bay Partners LLC settlement	$	48,917		$	–
Payment on principal on notes payable		(3,750	)		(125,000	)		(404,000	)
Acquisition of oil and gas properties with common stock and secured notes	$	762,941		$	–
Net Cash Provided By Financing Activities		410,750			1,275,668			7,732,870
Common and preferred stock issued for executive compensation	$	–		$	25,000
Net Increase (Decrease) In Cash and Cash Equivalents		(8,061	)		11,981			4
Cancelation of common stock in connection with Black Cat Exploration & Production, LLC settlement	$	–		$	54,000
Cash and Cash Equivalents At Beginning Of Period		8,065			1,552			-
Cash and Cash Equivalents At End Of Period	$	4		$	13,533		$	4

~~Supplemental~~The ~~Cash~~accompanying ~~Flow~~notes ~~Information~~are -an ~~Note~~integral 12part of these condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited financial statements.~~7

WORTHINGTON ENERGY, INC.

(An Exploration Stage Company)

Notes to Condensed Consolidated Financial Statements (unaudited)

Three and ~~Nine~~Six ~~Months~~months Ended ~~September~~ June 30, ~~2013~~ 2014 and ~~2012~~2013

Note 1 -– Organization and Significant Accounting Policies

Organization – Paxton Energy, Inc. was organized under the laws of the State of Nevada on June 30, 2004. ~~During~~ August 2004, shareholder control of the Company was transferred, a new board of directors was elected and new officers were appointed. These officers and directors managed the Company until March 17, 2010, at which time, the existing members of the Company’s board of directors resigned, new members were appointed to the board of directors, and managerial control of the Company was transferred to new management. The new board of directors immediately commenced, among other things, the placement of unsecured convertible promissory notes to raise funds for working capital and held a meeting of stockholders on June 29, 2010, at which the stockholders approved 1) a 1-for-3 reverse common stock split, 2) a second reverse stock split of approximately 1 share for 2.4 shares of common stock, 3) the amendment of the Company’s certificate of incorporation to increase the Company’s authorized capital from 100 million to 500 million shares of common stock and from 5 million to 10 million shares of preferred stock, and 4) the adoption of the 2010 Stock Option Plan. On January 27, 2012, Paxton Energy, Inc. changed its name to Worthington Energy, Inc. (the “Company”). ~~The~~ ~~Company~~On ~~held its annual meeting of stockholders on~~ October ~~12, 2012, at which the Company’s stockholders approved a proposal a 1-for-10 reverse common stock split. In addition, on October~~ 2, 2013 the Company effected ~~affected~~ a 1-for-50 reverse common stock split. All references in these ~~condensed~~ consolidated financial statements and related notes to numbers of shares of common stock, prices per share of common stock, and weighted average number of shares of common stock outstanding prior to the reverse stock splits have been adjusted to reflect the reverse stock splits on a retroactive ~~basis~~ basis for all periods presented, unless otherwise noted. As more fully disclosed in Note 9 to these condensed consolidated financial statements, on April 17, 2013, the Company designated one million shares of preferred stock as Series A Preferred Stock; issued one million shares of Series A Preferred Stock to Charles Volk, the Company’s chief executive officer; and pursuant to an Action by Written Consent of the Stockholders of the Company, the Company’s certificate of incorporation was amended to increase the Company’s authorized common stock from 500 million to 1.49 billion shares of common stock. On May 8, 2013, pursuant to an Action by Written Consent of the Stockholders of the Company, the Company’s certificate of incorporation was amended again to increase the Company’s authorized common stock from 1.49 billion to 2.49 billion shares of common stock. Also June 24, 2013, pursuant to an Action by Written Consent of the Stockholders of the Company, the Company’s certificate of incorporation was amended again to increase the Company’s authorized common stock from 2.49 billion to 6.49 billion shares of common stock.

Nature of Operations – As further described in Note 2 to these ~~condensed~~ consolidated financial statements, the Company commenced acquiring working interests in in oil and gas properties in June 2005. ~~The~~ We ~~Company~~are ~~owns oil and gas properties~~ in the ~~Cooke~~business ~~Ranch~~of ~~prospect in LaSalle County~~acquiring, ~~Texas,~~exploring ~~where the Company has been engaged primarily as a joint interest owner with Bayshore Exploration L.L.C. in the acquisition, exploration,~~ and ~~development~~developing of oil and gas-related ~~properties and the production and sale of oil and gas~~assets. ~~In March 2012, the~~ The Company ~~acquired~~was ~~certain~~considered ~~assets~~to ~~from~~be ~~Black Cat Exploration & Production LLC consisting of a 2% override interest~~ in the ~~Mustang Island~~exploration ~~818-L~~stage ~~lease,~~through ~~covering~~March 131,~~400~~ ~~acres~~2014. inIn ~~the~~June ~~Gulf of Mexico~~2014, ~~with~~as adiscussed ~~10.35% carried interest~~ in ~~the~~Note, ~~recently drilled I-1 well~~2, ~~located~~ on the ~~lease. However,~~Financial Accounting asStandards ~~further~~Board ~~described~~(FASB) inissued ~~Note~~new 2guidance tothat ~~these~~removed ~~consolidated~~incremental financial ~~statements,~~reporting ~~the~~requirements ~~Company~~from generally ~~sold~~accepted ~~the~~accounting 2%principles ~~override interest~~ in ~~these~~the ~~properties~~United inStates ~~November~~for ~~2012~~development and ~~entered~~exploration ~~into~~stage aentities. ~~settlement~~The ~~agreement~~Company ~~and~~early ~~mutual~~adopted ~~release of~~this ~~claims~~new inguidance ~~January~~effective ~~2013,~~June ~~which resulted in~~30, ~~among other things~~2014, ~~the~~as ~~transfer~~a result of ~~the~~which ~~Company’s~~all ~~remaining interest in the Mustang Island 818~~inception-~~L lease and I~~to-1date ~~well~~financial ~~back~~information toand ~~Black~~disclosures ~~Cat~~have ~~Exploration~~been omitted &from ~~Production~~this ~~LLC~~report.

Condensed Interim Consolidated Financial Statements – The accompanying unaudited condensed consolidated financial statements of the Company ishave ~~considered~~been toprepared in beaccordance with accounting principles generally accepted in the United States of America for interim financial information and ~~exploration~~with ~~stage~~the ~~due~~instructions to Form 10-Q. Accordingly, these condensed consolidated financial statements do not include all of the information ~~lack~~and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of ~~significant~~the ~~revenues~~Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the Company’s consolidated financial position as of June 30, 2014, and its consolidated results of operations and cash flows for the three and six months ended June 30, 2014 and 2013. The results of operations for the six months ended June 30, 2014, may not be indicative of the results that may be expected for the year ending December 31, 2014. The condensed consolidated financial statements included in this report on Form 10-Q should be read in conjunction with the audited financial statements of Worthington Energy, Inc., and the notes thereto for the year ended December 31, 2013, included in its annual report on Form 10-K filed with the SEC on April 16, 2014.

~~Condensed~~Going ~~Interim~~Concern ~~Consolidated Financial Statements~~ – The accompanying ~~unaudited condensed~~ consolidated financial statements ~~of the Company~~ have been prepared in ~~accordance~~assuming ~~with~~that ~~accounting principles generally accepted in~~ the ~~United~~Company ~~States~~will ofcontinue ~~America~~as ~~for~~a ~~interim~~going ~~financial information and~~concern. ~~with~~The ~~the~~Company ~~instructions~~has ~~to Form 10-Q. Accordingly, these condensed consolidated financial statements do~~ not ~~include~~had ~~all of~~significant ~~the~~revenue ~~information~~ and ~~disclosures~~is ~~required~~still byconsidered ~~generally~~to ~~accepted accounting principles for complete financial statements. These condensed consolidated financial statements should~~ be ~~read~~ in ~~conjunction with~~ the ~~Company’s~~exploration ~~annual~~stage. ~~consolidated~~At ~~financial statements~~June ~~and the notes thereto for the year ended December 31~~30, ~~2012~~2014, ~~and for~~ the Company ~~period~~has ~~from~~a ~~June~~working ~~30,~~capital ~~2004~~deficit ~~(date~~ of ~~inception) through December 31~~$6, ~~2012~~146,936 ~~included~~and ina ~~the Company~~stockholders’s ~~annual~~deficiency ~~report~~of on$5,552,528 ~~Form~~and ~~10-K. In~~a ~~the~~significant ~~opinion~~ portion of the Company’s ~~management,~~ ~~the~~debt ~~accompanying~~is ~~unaudited~~in ~~condensed~~default. ~~consolidated~~The ~~financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to fairly present the~~ Company’s ~~consolidated~~also ~~financial~~used ~~position~~cash as of ~~September 30~~$341, ~~2013,~~865 ~~and~~in its ~~consolidated~~operating ~~results~~activities ofduring ~~operations and cash flows for~~ the six ~~nine~~ months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~$228,024 ~~and~~during ~~for~~ the ~~period~~year ~~from~~ended ~~June~~December 3031, ~~2004 (date of inception), through September 30,~~ 2013. ~~The~~ ~~results~~These ofconditions ~~operations~~raise ~~for~~substantial ~~the nine~~doubt ~~months~~about ~~ended September 30, 2013, may not be indicative of~~ the ~~results~~Company’s ~~that~~ability ~~may~~to becontinue ~~expected~~as ~~for~~a ~~the~~going ~~year ending December 31, 2013~~concern. The ~~condensed~~ consolidated financial statements ~~included~~do innot ~~this~~include ~~report~~any onadjustments that ~~Form~~might ~~10-Q~~be necessary should the Company be ~~read~~unable into ~~conjunction~~continue ~~with~~as ~~the~~a ~~audited financial~~going ~~statements~~concern. ofThe ~~Worthington~~Company’s ~~Energy,~~independent ~~Inc.,~~registered public ~~and~~accounting ~~the~~firm, ~~notes~~in ~~thereto~~its ~~for~~report on the ~~year~~Company’s ~~ended~~ December 31, ~~2012~~2013 financial statements, ~~included in its annual~~has ~~report~~raised onsubstantial ~~Form~~doubt about ~~10-K~~the ~~filed~~Company’s ~~with~~ability ~~the~~to ~~SEC~~continue onas ~~April~~a ~~17,~~going ~~2013~~concern.

6The Company is currently seeking debt and equity financing to fund potential acquisitions and other expenditures, although it does not have any contracts or commitments for either at this time. The Company will have to raise additional funds to continue operations and, while it has been successful in doing so in the past, there can be no assurance that it will be able to do so in the future. The Company’s continuation as a going concern is dependent upon its ability to obtain necessary additional funds to continue operations and the attainment of profitable operations. The Company hopes that working capital will become available via financing activities currently contemplated with regards to its intended operating activities. There can be no assurance that such funds, if available, can be obtained, or if obtained, on terms reasonable to the Company. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty.

~~Going~~Principles ~~Concern~~of Consolidation – The accompanying ~~unaudited~~ ~~condensed~~ consolidated financial statements ~~have~~present ~~been prepared assuming that~~ the ~~Company~~financial ~~will~~position, ~~continue~~results ~~as a going concern. The Company has not had significant revenue and is still considered to be in the exploration stage. The Company incurred losses~~ of $2operations,~~057,150~~ ~~for the nine months ended September 30, 2013~~ and ~~$13,255,095 for the year ended December 31, 2012. The Company also used~~ cash flows of ~~$417,945~~Worthington ~~and $1~~Energy,~~348,778~~ inInc. ~~its operating activities during the nine months ended September 30, 2013~~ and ~~the~~ ~~year ended December 31, 2012, respectively, and a significant portion~~ of ~~the~~PaxAcq ~~Company’s debt is in default~~Inc. ~~At September 30~~, ~~2013, the Company has~~ a ~~working~~wholly-owned ~~capital deficit of $13,953,034 including current liabilities of $13,953,038~~subsidiary. ~~These conditions~~ ~~raise~~Intercompany ~~substantial~~accounts ~~doubt~~and ~~about~~transactions ~~the~~have ~~Company’s~~been ~~ability to continue as a going concern. The condensed consolidated~~eliminated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in ~~its report on the Company’s December 31, 2012 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern~~consolidation.

The Company is currently seeking debt and equity financing to fund potential acquisitions and other expenditures, although it does not have any contracts or commitments for either at this time. The Company will have to raise additional funds to continue operations and, while it has been successful in doing so in the past, there can be no assurance that it will be able to do so in the future. The Company’s continuation as a going concern is dependent upon its ability to obtain necessary additional funds to continue operations and the attainment of profitable operations. The Company hopes that working capital will become available via financing activities currently contemplated with regards to its intended operating activities.

The Company’s continuation as a going concern is dependent upon its ability to obtain necessary additional funds to continue operations and to attain profitable operations.

Use of Estimates – In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the valuation of long-lived assets, accrued other liabilities, and valuation assumptions related to share-based payments and derivative liability.

Basic and Diluted Loss per Common Share – Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. All outstanding stock options, warrants, stock awards, convertible promissory notes, and other obligations to be satisfied with the issuance of common stock are currently antidilutive and have been excluded from the diluted loss per share calculations. As such options, warrants, and stock awards to acquire 2,029,594 shares of common stock; the promissory notes and debentures convertible into 697,345,978 shares of common stock; or shares of common stock issuable under the Equity Investment Agreement with La Jolla Cove Investors, Inc. of 112,666,667 shares were included in the computation of diluted loss per share at September 30, 2013 as their effect would have been anti-dilutive. None of the options, warrants, and stock awards to acquire 95,794 shares of common stock; the promissory notes and debentures convertible into 3,144,222 shares of common stock; shares of common stock issuable under the Equity Investment Agreement with La Jolla Cove Investors, Inc. of 439,437 shares; or the 677,849 estimated shares issuable to Ironridge under the arrangement to settle liabilities were included in the computation of diluted loss per share at September 30, 2012 as their effect would have been anti-dilutive.

Fair Values of Financial Instruments – The carrying amounts reported in the condensed consolidated balance sheets for accounts payable, payable to Ironridge Global IV, Ltd., and payable to former officer approximate fair value because of the immediate or short-term maturity of these financial instruments. The carrying amounts reported for unsecured convertible promissory notes payable, secured notes payable, and convertible debentures approximate fair value because the underlying instruments are at interest rates which approximate current market rates. The fair value of derivative liabilities are estimated based on the method disclosed in Note 8 to these condensed consolidated financial statements.

Derivative Financial Instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton pricing model to value the derivative instruments on September 30, 2013. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting Statements – The FASB has issued ASU No. 2013-04, Liabilities (Topic 405), “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.” ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this ASU is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, A Similar Tax Loss, or a Tax Credit Carryforward Exists (A Consensus the FASB Emerging Issues Task Force). ASU 2013-11 provides guidance on financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforward in the same tax jurisdiction as of the reporting date. This amendment is effective for public entities for fiscal years beginning after December 15, 2013 and interim periods within those years. The company does not expect the adoption of this standard to have a material impact on the Company’s financial position and results of operations.

Note 2 - Oil and Gas Properties

Summary of Oil and Gas Properties

At September 30, 2013 and December 31, 2012, oil and gas properties, net of impairment losses recognized, consist of the following:

	September 30		December 31,
	2013		2012
Leasehold interest costs - Vermillion 179	$	5,698,563	$	5,698,563
Leasehold interest costs - Mustang Island		-		1,055,987
Leasehold interest costs - Texas		100,000		100,000
Wells - Texas		-		-
	$	5,798,563	$	6,854,550

Black Cat Purchase and Sale Agreement (Mustang Island)

On March 9, 2012, the Company acquired certain assets from Black Cat Exploration & Production LLC (“Black Cat”) pursuant to an amended Purchase and Sale Agreement for Oil & Gas Properties and Related Assets (the “Black Cat Agreement”). The Company acquired a 2% override interest in the Mustang Island 818-L lease, covering 1,400 acres in the Gulf of Mexico, with a 10.35% carried interest in the recently drilled I-1 well, located on the lease. The Company paid $175,000 in cash, issued a note for $1,075,000 and agreed to issue 90,000 shares of common stock, of which 45,000 shares were issued to Black Cat at the time of closing and the remaining 45,000 shares were issued on August 30, 2012 pursuant to when the well was connected to the main offshore pipeline of the Six Pigs Processing facility. The leasehold interest was capitalized in the amount of $2,305,987, representing $1,250,000 in cash and promissory note, $855,000 for the initial common stock issued in March 2012 (based on a closing price of $19.00 per share on the closing date), $157,500 for the second issuance of common stock in August 2012 (based on the most recent closing price of $3.50 per share at the time of connecting the well), and $43,487 in acquisition and well costs.

On November 1, 2012, the Company sold its 2% overriding royalty interest in the Mustang Island 818-L lease for $500,000. The sale reduced the carrying cost of the lease and well to $1,805,987. Proceeds from the sale were used to reduce the principal balance of the junior secured promissory note with Black Cat by $200,000 and the remaining $300,000 was used by the Company for working capital purposes.

On January 25, 2013, the Company entered into a Settlement Agreement and Mutual Release of Claims (the “Settlement Agreement”) with Mr. Anthony Mason and Black Cat. Pursuant to the terms of the Settlement Agreement, the Company agreed to pay Black Cat and/or Mr. Mason $125,000 in 10 equal payments, with the first payment due March 11, 2013 and the remaining payments every 30 days thereafter until paid in full. The Company has paid $10,000 to Mr. Mason resulting in a remaining liability of $115,000 at September 30, 2013. In the event that the Company obtains a credit facility in an amount equal to or greater than $3,500,000, the full amount of the settlement payment then outstanding will become immediately due and payable. In addition, the Company agreed to transfer to Black Cat all title and interest the Company owned in the I-1 well, Mustang Island 818-L lease and other assets acquired from Black Cat pursuant to the Black Cat Agreement. Furthermore, all production from the I-1 well, from the date the well went online was transferred to Black Cat in connection with the Settlement Agreement. In return, Black Cat agreed to return to the Company for cancellation the 90,000 shares of the Company’s common stock it received in connection with the Black Cat Agreement and to release the Company from all of its claims, which included the balance of the promissory note and accrued interest, unpaid compensation and other miscellaneous amounts. Further, in connection with the Settlement Agreement, Mr. Mason agreed to resign as President, Chief Executive Officer and a Director of the Company.

In connection with its accounting for the year ended December 31, 2012, the Company evaluated the accounting effects of the Settlement Agreement and concluded that estimated impairment in the approximate amount of $750,000 should be recorded as of December 31, 2012 by further reducing the carrying cost of the properties to $1,055,987. In January 2013, the Company accounted for the Settlement Agreement by removing the carrying value of the property; removed the released liabilities for the promissory note in the amount of $850,000; removed current liabilities for amounts owed to Mr. Mason, Black Cat, and others for accrued interest, accrued compensation, lease operating expenses, and other expenses in the aggregate amount of $265,364; recorded the fair value of the common stock returned to the Company for cancelation in the amount of $54,000; recorded a liability to Mr. Mason of $125,000; and recognized additional impairment expense of $11,623.

~~Montecito~~Use ~~Asset~~of ~~Sale~~Estimates ~~Agreement~~– In ~~(Vermillion~~preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the ~~179)~~reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s consolidated financial statements relate to the valuation of long-lived assets, accrued other liabilities, and valuation assumptions related to share-based payments and derivative liability.

OnOil ~~May~~and 6,Gas ~~2011,~~Properties ~~the~~– The Company ~~completed~~follows ~~its acquisition of certain assets pursuant to an Asset Sale Agreement (~~the ~~Montecito~~full ~~Agreement)~~cost ~~with~~method ~~Montecito Offshore, L.L.C. (Montecito). The assets consist~~ of ~~certain~~accounting for oil and gas ~~leases~~properties. Under ~~located~~this ~~in the Vermillion 179 tract~~method, ~~which~~all ~~is in the shallow waters of the Gulf of~~costs ~~Mexico~~associated ~~offshore~~with ~~from Louisiana. Pursuant to the terms of the Montecito Agreement~~acquisition, ~~as amended~~exploration, ~~Montecito~~and ~~agreed~~development ~~to sell the Company a 70% leasehold working interest, with a net revenue interest~~ of ~~51.975%, of certain~~ oil and gas ~~leases owned by Montecito~~reserves, ~~for~~ ~~$1,500,000~~including indirectly ~~cash,~~related aoverhead ~~subordinated~~costs and ~~promissory~~related ~~note~~asset inretirement ~~the amount of $500~~costs,~~000,~~ ~~and~~are ~~30,000 shares of common stock~~capitalized. ~~The leasehold~~ ~~interest~~Costs ~~has been~~ capitalized ininclude ~~the~~acquisition ~~amount of $5~~costs,~~698,563,~~ ~~representing~~geological ~~$2,000,000 in cash~~ and ~~promissory note~~geophysical expenditures, ~~$3,675,000 for~~lease ~~the~~rentals ~~common stock based~~ on aundeveloped ~~closing~~properties, ~~price~~and costs of ~~$2.45~~drilling ~~per~~and ~~share~~equipping onproductive ~~the closing date,~~ and ~~$23,563~~nonproductive wells. inDrilling ~~acquisition~~ costs~~. No drilling~~ orinclude ~~production~~directly ~~has~~related ~~commenced~~overhead ~~as of September 30, 2013~~costs. Capitalized ~~Consequently,~~costs ~~the~~are ~~oil~~categorized ~~and~~either ~~gas~~as ~~properties~~being ~~have not been subjected~~subject to amortization ofor ~~the~~not ~~full~~subject ~~cost~~to ~~pool~~amortization.

InAll ~~December~~capitalized ~~2011,~~costs ~~Montecito~~of ~~filed~~oil aand ~~lawsuit in the Civil District~~gas ~~Court~~properties, ~~for~~including the ~~Parish~~estimated offuture ~~Orleans~~costs ~~of the State of Louisiana against the Company by filing a Petition~~ to ~~Rescind~~develop ~~Sale. In this~~proved ~~action~~reserves, ~~Montecito~~will isbe ~~seeking~~amortized, toon ~~rescind~~ the ~~asset~~unit-of-production method ~~sale~~using ~~transaction,~~estimates asof ~~described~~proved ~~in the previous paragraph~~reserves. ~~The Company~~ ~~has~~At ~~entered~~June ~~into~~30, ~~settlement~~2014 ~~discussions~~ and ~~has~~December ~~reached~~31, ~~a preliminary settlement~~2013, ~~but~~there ~~final~~were ~~document~~no ~~remain~~capitalized tocosts besubject ~~signed~~to ~~as of the date of this Report~~amortization. ~~Pursuant~~Investments toin ~~the~~unproved ~~anticipated~~properties ~~settlement,~~and ~~the~~major ~~Company~~development ~~will~~projects ~~return~~are ~~its~~not ~~leasehold~~amortized ~~interests~~until inproved ~~Vermillion~~reserves ~~179~~associated towith ~~Montecito,~~the ~~and~~projects ~~would~~can be ~~released~~determined. ~~from~~If ~~all~~the ~~liabilities~~results ~~related~~of toan aassessment ~~subordinated~~indicate ~~promissory~~that ~~note~~the ~~due~~properties ~~Montecito (see Note~~are 6)impaired, ~~Convertible~~the ~~Debentures~~amount ~~(see~~of ~~Note~~the ~~7),~~impairment ~~and~~is ~~accrued~~charged ~~interest~~to ~~thereon, and any related derivative liabilities will be extinguished~~operations. The Company ~~currently~~has ~~estimates~~not ~~this~~yet ~~will~~obtained ~~result in~~ a ~~net~~reserve ~~increase~~report toon its ~~equity~~producing toproperties ~~the~~in ~~Company~~Kansas ~~but~~because ~~there~~the isproperties noare ~~assurance~~considered ~~that~~to ~~such settlement will~~ be ~~finalized~~in ~~as contemplated by~~ the ~~Company~~exploration stage.

~~Texas~~In ~~Oil~~addition, properties subject to amortization will be subject to a “ceiling test,” which basically limits such costs to the aggregate of the “estimated present value,” based on the projected future net revenues from proved reserves, discounted at 10% per annum to present value of future net revenues from proved reserves, based on current economic and ~~Gas~~operating ~~Operations~~conditions, plus the lower of cost or fair market value of unproved properties.

~~Commencing~~Sales inof ~~the~~proved ~~year~~and ~~ended~~unproved ~~December 31,~~properties ~~2005~~are ~~and~~accounted ~~continuing~~for ~~into~~as ~~the~~adjustments ~~year~~of ~~ended~~capitalized ~~December~~costs ~~31, 2009, the Company participated in oil and gas exploration and development activities in Texas, principally~~ with ~~Bayshore~~no ~~Exploration~~gain ~~L.L.C.~~or ~~(“Bayshore”)~~loss ~~in La Salle County~~recognized, ~~Texas. During 2005,~~unless ~~the~~such ~~Company~~adjustments ~~acquired~~would ~~from Bayshore a 31.75% working interest (23.8125% net revenue interest) in the Cooke Ranch prospect,~~significantly ~~consisting~~alter ~~of approximately 8,883 acres. During 2006,~~ the ~~Company~~relationship ~~entered~~between ~~into~~capitalized ancosts ~~agreement~~and ~~with~~proved ~~Bayshore~~reserves ~~to acquire a 50% working interest in approximately 3,200 acres~~ of oil and gas ~~leases and oil and gas lease options located in La Salle County~~, ~~Texas,~~ ~~for the purpose of oil and gas exploration and production. The Company was also granted an option to increase its working interest~~ in ~~the~~which ~~leases~~case ~~to 75% within 90 days of~~ the ~~date~~gain ofor ~~the~~loss ~~agreement,~~is ~~on the same terms and conditions. On~~recognized ~~June 13, 2006, the Company exercised its option to increase its working interest to 75% (56.25% net revenue interest). To date, the Company has acquired a 75% working interest~~ in ~~approximately 2,268 acres. Additionally during 2006,~~ the ~~Company entered~~results ~~into a Joint Exploration Agreement with Bayshore covering the 8,883 acres~~ of ~~the Cooke Ranch prospect~~operations. ~~The~~Abandonments ~~Exploration Agreement provides for the Company and Bayshore to join together for the purpose~~ of ~~drilling exploratory wells and performing studies of the Cooke Ranch prospect acreage and acquiring additional prospective oil and gas~~ properties onare ~~which~~accounted ~~to explore~~ for, ~~develop, and~~as ~~produce~~adjustments ~~oil and gas. During 2008, Bayshore entered into a lease~~ of ~~220~~capitalized ~~acres~~costs in LaSalle County, Texas within the area of mutual interest covered by the exploration agreement. The Company exercised its right to purchase its proportionate share (31.75%) of that lease and paid Bayshore for the Company’s share of the lease bonus and related expenses. In connection with ~~that~~no ~~new lease, the Company entered into a participation in a farm out whereby the Company retained approximately~~loss ~~a 4% fully carried working interest in the Cartwright No~~recognized. ~~3 well drilled on the new lease by third parties.~~

~~During~~Asset Retirement ~~the~~Obligation ~~period~~– ofThe ~~time~~Company ~~commencing~~accounts ~~with the~~for ~~year~~its ~~ended~~future ~~December~~asset ~~31,~~retirement ~~2005~~obligations ~~and~~(“ARO”) ~~continuing~~by recording ~~into~~ the ~~year~~fair ~~ended~~value ~~December~~of ~~31, 2009,~~ the ~~Company~~liability ~~participated~~during ~~with~~the ~~Bayshore~~period in ~~the~~ ~~drilling~~which ofit ~~ten~~was ~~wells~~incurred. ~~and~~The ~~participated~~associated ~~with~~asset ~~another~~retirement ~~entity~~costs are incapitalized ~~the~~as ~~drilling~~part of athe ~~well~~carrying inamount ~~another~~of ~~county~~the inlong-lived ~~Texas~~asset. ~~Three of~~ ~~these~~The ~~wells~~increase ~~were~~in ~~determined~~carrying tovalue beof ~~dry~~a ~~and~~property associated ~~were~~with ~~plugged~~the ~~and~~capitalization ~~abandoned. The~~of ~~Company~~an ~~has~~ARO ~~sold~~is ~~all~~included ~~or part of its interests~~ in ~~two~~oil ~~wells~~and togas ~~Bayshore~~properties in ~~order~~the tobalance ~~reduce~~sheets. ~~its~~The ~~indebtedness~~ARO toconsists ~~Bayshore. At~~of costs ~~September~~related ~~30,~~to ~~2013,~~ the ~~Company~~plugging ~~has~~of ~~remaining interests in six~~ wells, inremoval ~~Texas with working interests ranging from 4.0% to 31.75%. Management~~ of ~~the~~facilities ~~Company~~and ~~has~~equipment, ~~the understanding~~and ~~that~~site ~~the~~restoration ~~six~~on ~~wells~~its ~~are~~oil ~~currently shut in~~ and ~~not producing~~gas properties. At ~~September~~The ~~30,~~asset ~~2013,~~retirement ~~given~~liability ~~that the Company~~ is ~~still~~accreted ~~considered~~ to beoperating inexpense over the ~~exploration~~useful ~~stage,~~life aof ~~determination has not been made about~~ the ~~extent~~related ofasset. ~~oil~~As ~~reserves that should~~of beJune ~~classified as proved reserves. Consequently~~30, ~~the~~2014 ~~oil~~ and ~~gas~~December ~~properties~~31, ~~have~~2013, ~~not~~the ~~been~~Company ~~subjected~~had toan ~~amortization~~ARO of ~~the~~ ~~full~~$190,705 ~~cost~~and ~~pool~~$37,288, respectively.

~~Each~~Revenue ~~year,~~Recognition ~~the~~– All ~~management~~revenues ofare ~~the~~derived ~~Company has~~from ~~performed~~the ~~evaluations~~sale of ~~its~~produced ~~producing~~crude oil and natural gas. ~~properties~~Revenue toand ~~determine~~related ~~whether~~production ~~oil~~taxes and ~~gas~~lease operating ~~properties~~expenses are ~~impaired. Management has~~recorded ~~also~~in ~~considered~~the month the ~~market~~product ~~value~~is ofdelivered ~~its~~to ~~nonproducing~~the ~~properties~~purchaser. ~~During~~ ~~2006~~Normally, ~~2008,~~payment ~~2009,~~for ~~and 2012,~~ the ~~Company determined that capitalized costs for wells drilled~~revenue, ~~for leasehold interests, and other related costs were in excess of the present~~net ~~value~~ of ~~estimated~~related ~~future~~taxes ~~cash~~and ~~flows~~lease ~~from~~operating ~~those properties. As a result~~expenses, ~~the~~is ~~Company~~received ~~recognized~~from ~~impairment losses in~~ the ~~total~~operator ~~amount~~ of ~~$4,335,078 during those years, including reducing~~ the ~~carrying~~well ~~value~~approximately of45 ~~wells~~days ~~drilled~~after ~~to zero and~~ the ~~carrying~~month ~~value~~ of ~~leasehold interests to $100,000 as of September 30, 2013 and December 31, 2012~~delivery.

~~Note~~Stock-Based 3Compensation – The Company recognizes compensation expense for stock-based ~~Accrued~~awards ~~Liabilities~~to employees expected to vest on a straight-line basis over the requisite service period of the award based on their grant date fair value. The Company estimates the fair value of stock options using a Black-Scholes option pricing model which requires management to make estimates for certain assumptions regarding risk-free interest rate, expected life of options, expected volatility of stock and expected dividend yield of stock.

~~Accrued~~The ~~liabilities~~Company ~~consisted~~accounts offor equity instruments issued in exchange for the ~~following~~receipt of goods or services from other than employees and non-employee directors in accordance with Accounting Standards Codification (ASC) 505-50, Equity-Based Payments to Non-Employees. Costs are measured at ~~September~~the 30estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, ~~2013~~whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. The fair value of the equity instrument is charged directly to share-based compensation expense and ~~December~~credited ~~31,~~to ~~2012:~~paid-in capital.

Basic and Diluted Loss per Common Share – Basic loss per common share amounts are computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted loss per share amounts are computed assuming the issuance of common stock for potentially dilutive common stock equivalents. As of June 30, 2014 and 2013 there were options, warrants, and stock awards to acquire 2,493,270 and 2,029,594 shares of common stock outstanding and promissory notes and debentures convertible into an aggregate of 31,365,133,013 and 545,676,610 shares of common stock outstanding. The table below shows the calculation of basic and diluted earnings (loss) per shares:

	September 30,			December 31,
	Three Months Ended June 30,						Nine Months Ended June 30,
	2013			2012
	2014			2013			2014			2013
Accrued salaries	$	194,687		$	352,038
Basic:
Accrued payroll taxes		104,899			85,323
Weighted average common shares outstanding		1,271,345,644			8,393,391			679,844,247			5,409,600
Accrued directors fees		64,969			69,033
Net income (loss)	$	3,221,064		$	(174,308	)	$	3,042,707		$	(1,306,421	)
Accrued interest		1,197,417			909,606
Earnings (loss) per common share, basic	$	0.00		$	(0.02	)	$	0.00		$	(0.24	)
Accrued registration rights penalties and interest		14,628			14,350
Diluted:
Other accrued expenses		2,500			2,500
Weighted average common shares outstanding		1,271,345,644			8,393,391			679,844,247			5,409,600
Total accrued liabilities	$	1,579,100		$	1,432,850
Dilutive effect of conversion of convertible debt		31,365,133,013			–			31,365,133,013			–
Assumed average common shares outstanding		32,636,478,657			8,393,391			32,044,977,260			5,409,600
Net income (loss)	$	3,221,064		$	(174,308	)	$	3,042,707		$	(1,306,421	)
Deduct Change in fair value of derivative		(413,924	)		–			(1,117,306	)		–
Add interest and financing costs on convertible debentures		226,871			–			658,249			–
Add amortization of discounts on convertible debentures		165,543			–			292,337			–
Net income (loss) for diluted earnings (loss) per common shares	$	3,199,554		$	(174,308	)	$	2,875,987		$	(1,306,421	)
Earnings (loss) per common share, diluted	$	0.00		$	(0.02	)	$	0.00		$	(0.24	)

~~Note~~Fair 4Values of Financial Instruments – ~~Payable~~The carrying amounts reported in the consolidated balance sheets for cash, accounts payable, accrued liabilities, payable to Ironridge Global IV, Ltd., and payable to former officer approximate fair value because of the immediate or, short-term maturity of these financial instruments. The carrying amounts reported for unsecured convertible promissory notes payable, secured notes payable, and convertible debentures approximate fair value because the underlying instruments are at interest rates which approximate current market rates. The fair value of derivative liabilities are estimated based on a probability weighted average Black Scholes-Merton pricing model.

InFor ~~March~~assets ~~2012,~~and ~~Ironridge~~liabilities ~~Global~~measured ~~IV, Ltd.~~at ~~(“Ironridge”)~~fair ~~filed a complaint against the Company for the payment of $1~~value,~~388,407~~ ~~in outstanding accounts payable, accrued compensation, accrued interest, and notes payable of~~ the Company ~~(the~~uses ~~“Claim Amount”) that Ironridge had purchased from various creditors of~~ the ~~Company. The~~following ~~lawsuit~~hierarchy ~~was filed in the Superior Court~~ of the State of California for the County of Los Angeles Central District, and the case was Ironridge Global IV, Ltd. v. Worthington Energy, Inc., Case No. BC 480184 . On March 22, 2012, the court approved an Order for Approval of Stipulation for Settlement of Claims (the "Order").inputs:

~~The~~● ~~Order~~Level ~~provided~~one ~~for~~– ~~the~~Quoted ~~immediate~~market ~~issuance by~~prices ~~the Company of 20,300 shares of common stock (the “Initial Shares”) to Ironridge towards settlement of the Claim Amount. The Order also provided for an adjustment~~ in ~~the~~active ~~total~~markets ~~number of shares which may be issuable to Ironridge based on a calculation period~~ for ~~the~~identical ~~transaction,~~assets ~~defined~~or asliabilities; ~~that~~● ~~number~~Level oftwo ~~consecutive~~– ~~trading~~Inputs ~~days~~other ~~following~~than ~~the~~level ~~date~~one oninputs which the Initial Shares were issued (the "Issuance Date") required for the aggregate trading volume of the common stock, as reported by Bloomberg LP, to exceed $4.2 million (the "Calculation Period"). Pursuant to the Order, Ironridge would retain 2,000 shares of the Company's common stock as a fee, plus that ~~number~~are ofeither ~~shares~~directly ~~(the~~or ~~"Final~~indirectly ~~Amount")~~observable; ~~with~~and an● ~~aggregate~~Level ~~value equal~~three to– ~~(a)~~Unobservable ~~the~~inputs ~~$1,358,135~~developed ~~plus~~using ~~reasonable~~estimates ~~attorney~~and ~~fees through the end of the Calculation Period~~assumptions, ~~(b)~~which ~~divided~~are bydeveloped ~~70% of the following: the volume weighted average price ("VWAP") of the Common Stock over the length of the Calculation Period, as reported~~ by ~~Bloomberg, not to exceed~~ the ~~arithmetic~~reporting ~~average~~entity ~~of the individual daily VWAPs of any five trading days during the Calculation Period. The Company has calculated that the Calculation Period ended during the December 31, 2012~~ and ~~calculated that~~reflect ~~the~~those ~~Final~~assumptions Amount to be issued under the Order is 856,291 shares of common stock. Additionally, during the December 31, 2012 when the Final Amount was determined, the Company calculated the fair value of the original liability to Ironridge Global IV, Ltd to be $1,981,312, that ~~amount~~a ~~which~~market ~~when~~participant ~~discounted to 70% of the VWAP and multiplied by the Final Amount,~~ would ~~equal $1,358,135 plus reasonable attorney fees~~use. In so doing, the Company recognized an expense for the excess of the fair value of the resultant liability to Ironridge Global IV, Ltd. in excess of the original carrying amount of the liabilities acquired by Ironridge and adjusted the liability to Ironridge Global IV, Ltd. for the fair value adjustment.

~~Pursuant~~Liabilities tomeasured ~~the Order, for every 8,400 shares of the Company's common stock that traded during the Calculation Period, or if~~ at ~~any~~fair ~~time~~value ~~during the Calculation Period a daily VWAP is below 90% of the closing price~~ on ~~the day before the Issuance Date, the Company was to immediately issue additional~~a ~~shares~~recurring ~~(each,~~basis anat ~~"Additional~~June Issuance"), subject to the limitation in the paragraph below. Since the issuance of the Initial Shares, the Company has issued an additional 194,200 shares of common stock during the nine months ended December 31, 2012 plus an additional 6,520,000 shares of common stock during the nine months ended September 30, ~~2013. At~~2014 ~~the~~are ~~end~~summarized ofas the Calculation Period, (a) if the sum of the Initial Shares and any Additional Issuance is less than the Final Amount, the Company shall immediately issue additional shares to Ironridge, up to the Final Amount, and (b) if the sum of the Initial Shares and any Additional Issuance is greater than the Final Amount, Ironridge shall promptly return any remaining shares to the Company and its transfer agent for cancellation. However, the Order also provides that under no circumstances shall the Company issue to Ironridge a number of shares of common stock in connection with the settlement of claims which, when aggregated with all shares of common stock then owned or beneficially owned or controlled by Ironridge and its affiliates, at any one time exceed 9.99% of the total number of shares of common stock of the Company then issued and outstanding.follows:

The total issuances of 6,764,500 have been accounted for as 1) the issuance of 2,000 shares for fees in connection with the settlement transaction and 2) the issuance of 6,762,500 shares as part of the Final Amount and issued in settlement of the fair value of the liability to Ironridge Global IV, Ltd. The fee shares were valued at the closing price of the Company’s common stock of $0.40 per share on March 22, 2012, or $40,000, and recorded as share-based compensation for services. The issuance of 6,762,500 shares in settlement of the fair value of the liability to Ironridge Global IV, Ltd. has been accounted for as the reduction of a proportionate amount of the calculated fair value of the original liability to Ironridge, or $1,395,251 through December 31, 2012 and $1,886,258 through September 30, 2013. Accordingly, the amount of the liability to Ironridge reported in the accompanying condensed consolidated balance sheet is $1,489,623 at December 31, 2012 and $68,028 at September 30, 2013.

	Level 1		Level 2		Level 3		Total
Derivative liability - conversion feature of debentures and related warrants	$	–	$	–	$	–	$	–

Derivative liability - embedded conversion feature and reset provisions of notes	$	–	$	2,287,831	$	–	$	2,287,831

Liabilities measured at fair value on a recurring basis at December 31, 2013 are summarized as follows:

	Level 1		Level 2		Level 3		Total
Derivative liability - conversion feature of debentures and related warrants	$	–	$	5,467,223	$	–	$	5,467,223

Derivative liability - embedded conversion feature and reset provisions of notes	$	–	$	2,441,192	$	–	$	2,441,192

~~Note~~Derivative 5Financial Instruments – The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued ~~Unsecured~~at ~~Convertible~~each ~~Promissory~~reporting ~~Notes~~date, ~~Payable~~with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

ARecently ~~summary~~Accounting ~~of unsecured convertible promissory notes at September 30, 2013 and December 31, 2012 is as follows:~~Pronouncements

	September 30, 2013						December 31, 2012
	Unpaid		Unamortized		Carrying		Unpaid		Unamortized		Carrying
	Principal		Discount		Value		Principal		Discount		Value
Asher Enterprises, Inc.	$	111,900	$	29,300	$	82,600	$	133,000	$	69,821	$	63,179
GEL Properties, LLC		149,000		26,075		122,925		167,762		84,690		83,072
Prolific Group, LLC		79,900		30,754		49,146		64,150		38,123		26,027
Various Other Individuals and Entities		3,750		-		3,750		45,000		-		45,000
Haverstock Master Fund, LTD and Common Stock, LLC		289,906		-		289,906		344,102		107,591		236,511
Magna Group, LLC		-		-		-		40,000		37,808		2,192
Hanover Holdings I, LLC		-		-		-		25,500		23,717		1,783
Five Individuals		206,250		-		206,250		206,250		960		205,290
JMJ Financial		25,000		17,534		7,466		-		-		-
Charles Volk (related party)		125,000		84,846		40,154		-		-		-
Tomer Tal		50,000		29,772		20,228		-		-		-
	$	1,040,706	$	218,281	$	822,425	$	1,025,764	$	362,710	$	663,054

In April 2014, the FASB issued Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

~~Asher~~In ~~Enterprises~~May 2014, ~~Inc~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.

AtIn ~~various~~June ~~dates~~2014, ~~commencing~~the inFinancial ~~April 2010~~Accounting ~~and~~Standards ~~continuing~~Board ~~through~~(FASB) ~~September 2013, the Company has~~ issued ~~fourteen~~Accounting ~~unsecured~~Standards ~~convertible~~Update ~~promissory notes to Asher Enterprises, Inc~~No. 2014-10 (~~Asher~~ASU 2014-10), anDevelopment ~~unaffiliated~~Stage ~~entity. The~~Entities ~~convertible~~(Topic ~~promissory notes bear interest at 8% per annum. The~~915): ~~principal~~Elimination ~~and~~of ~~unpaid accrued interest are generally due approximately nine months after the issuance date.~~ Certain ofFinancial ~~these~~Reporting ~~notes are currently in default. In general~~Requirements, ~~the~~Including ~~notes~~an ~~are~~Amendment ~~convertible~~to ~~until~~Variable ~~maturity~~Interest atEntities aGuidance ~~variable~~in ~~conversion price equal~~Topic to810, ~~50%~~Consolidation. ofASU ~~the~~2014-10 ~~average~~eliminates of the ~~lowest~~requirement ~~three closing bid prices from the ten trading days prior~~ to ~~the~~present inception-to-date ofinformation ~~the~~about ~~conversion~~income ~~notice. Additionally,~~statement ~~the~~line ~~notes have generally contained a reset provision that provides that if the Company issues or sells any shares of common stock for consideration per share less than the conversion price of the notes~~items, ~~that~~cash ~~the conversion price will be reduced to the amount of consideration per share of the stock issuance. During the nine months ended September 30~~flows, ~~2013,~~and ~~the~~equity ~~Company received notices of conversion of notes totaling $120~~transactions,~~350~~ and ~~accrued~~clarifies ~~interest~~how ofentities ~~$5,500,~~should ~~which~~disclosure ~~were~~the ~~converted~~risks ~~into~~and ~~4,997,164~~uncertainties ~~shares of common stock,~~related orto atheir ~~weighted-average conversion price of $0~~activities.~~042~~ ~~per~~ASU ~~share. This variable conversion price and the anti~~2014-~~dilution~~10 ~~reset provision~~also ~~constitute~~eliminates an ~~embedded~~exception ~~derivative~~provided ~~under~~to ~~generally~~development ~~accepted~~stage ~~accounting~~entities ~~principles~~in ~~and~~Consolidations ~~are~~(ASC ~~required to be recorded as liabilities~~Topic ~~and~~810) ~~valued~~for atdetermining ~~fair~~whether ~~value. The~~an ~~fair~~entity ~~value of these embedded conversion features~~ is ~~recorded~~a asvariable ~~discounts~~interest toentity ~~the~~on ~~carrying amount of~~ the ~~convertible~~basis ~~promissory notes. In the event the fair value~~ of the ~~embedded conversion feature exceeds the face~~ amount of ~~the~~investment ~~note,~~equity ~~the~~that ~~excess~~ is ~~amortized immediately as interest expense~~at risk. The ~~remaining~~presentation ~~discounts~~and ~~are~~disclosure ~~amortized over~~requirements ~~the~~in ~~period~~Topic ~~from~~915 ~~the~~will ~~issuance~~no ~~dates~~longer tobe ~~the~~required ~~maturity~~for ~~dates~~interim orand toannual ~~the~~reporting ~~conversion dates, whichever is earlier. The~~periods ~~Company~~beginning ~~recognized~~after ~~interest~~December ~~expense~~15, ~~from the amortization of the discounts in the amount of $251~~2014,~~828~~ and ~~$284,047 for~~ the ~~nine months~~revised ~~ended~~consolidation ~~September~~standards ~~30,~~will ~~2013~~take ~~and~~effect ~~2012,~~in ~~respectively. The~~annual ~~carrying~~periods ~~amount~~beginning ofafter ~~these convertible promissory notes was~~December ~~$82~~15,~~600~~ at2015. ~~September~~Early ~~30,~~adoption ~~2013,~~is ~~representing~~permitted. ~~their~~The ~~unconverted~~Company ~~face~~adopted ~~amount~~the provisions of ~~$111,900~~ASU ~~less~~2014-10 ~~the~~effective ~~unamortized~~for ~~discount~~its offinancial ~~$29,300. The~~statements ~~carrying~~for ~~amount~~the ofinterim ~~these~~period ~~convertible~~ended ~~promissory~~June ~~notes was $63~~30,~~179~~ ~~at December 31~~2014, ~~2012,~~and ~~representing~~will ~~their~~no ~~unconverted~~longer ~~face~~present ~~amount of $133,000 less~~ the ~~unamortized~~inception-to-date ~~discount~~information offormally ~~$69,821~~required.

~~GEL~~In ~~Properties~~August 2014, ~~LLC~~the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and ~~Prolific~~how to disclose going-concern uncertainties in the financial statements. ~~Group~~The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, ~~LLC~~2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures.

AtIn ~~various~~November ~~dates commencing in August 2011 and continuing through September 30~~2014, ~~2013,~~ the ~~Company~~FASB ~~received~~issued ~~proceeds pursuant to seven unsecured convertible promissory notes~~Accounting toStandards ~~GEL~~Update ~~Properties,~~No. ~~LLC~~2014-16 (~~“GEL”~~ASU 2014-16), anDetermining ~~unaffiliated~~Whether ~~entity. Additionally, in August 2012, GEL purchased~~ the ~~rights~~ toHost ~~$75,000~~Contract ofin ~~principal of~~ a ~~secured~~Hybrid ~~bridge~~Financial ~~loan~~Instrument ~~note~~Issued ~~held by a noteholder of the Company and~~ in ~~February 2013, GEL purchased~~ the ~~rights~~Form ~~to $37,500~~ of ~~principal of~~ a ~~secured~~Share ~~note~~Is ~~held~~More byAkin ~~What~~to ~~Happened~~Debt ~~LLC. These~~or ~~acquired rights were restated~~ to ~~be consistent with other notes held by GEL~~Equity. ~~The~~ ~~convertible promissory notes bear interest at 6% per annum.~~ The ~~principal~~ ~~and~~amendments ~~unpaid~~in ~~accrued~~this ~~interest~~ASU ~~are~~do ~~generally~~not ~~due~~change ~~approximately one year after~~ the ~~issuance~~current ~~date. Certain~~criteria ~~of these notes are currently~~ in ~~default~~U. ~~The notes are convertible until maturity at a variable conversion price equal to 70% of the lowest closing bid price from the five trading days prior to the date of the conversion notice~~S. ~~During the nine months~~ ~~ended~~GAAP ~~September~~for ~~30,~~determining ~~2013,~~when ~~the~~separation ~~Company received notices~~ of ~~conversion~~certain ofembedded ~~notes~~derivative ~~totaling~~features ~~$181,262~~in ~~and accrued interest of $7,451, which were converted into 12,624,392 shares of common stock, or~~ a ~~weighted-average~~hybrid ~~conversion~~financial ~~price~~instrument ofis $0required.~~015~~ ~~per share. This~~The ~~variable~~amendments ~~conversion~~clarify ~~price~~that ~~constitutes~~ an ~~embedded~~entity ~~derivative~~should ~~under~~consider ~~generally~~all ~~accepted~~relevant ~~accounting~~terms ~~principles~~ and isfeatures, ~~required~~including ~~to be~~the ~~recorded as liabilities and valued at fair value. The fair value of these~~ embedded ~~conversion~~derivative ~~features~~feature ~~is recorded~~being asevaluated ~~discounts~~for tobifurcation, ~~the~~in ~~carrying~~evaluating ~~amount~~the nature of the ~~convertible~~host ~~promissory notes~~contract. In ~~the~~The ~~event~~ASU ~~the~~applies ~~fair~~to ~~value~~all ofentities ~~the~~that ~~embedded conversion~~are ~~feature~~issuers ~~exceeds the face amount~~ of ~~the note~~, ~~the excess is amortized immediately as interest expense. The~~ ~~remaining discounts are amortized over the period from the issuance dates to the maturity dates~~ or toinvestors ~~the conversion dates~~in, ~~whichever is~~hybrid ~~earlier. The~~financial ~~Company~~instruments ~~recognized~~that ~~interest~~are ~~expense~~issued ~~from the amortization of the discounts~~ in the ~~amount~~form of ~~$363,675 and~~a ~~$225,380~~share ~~for the nine months ended September 30, 2013~~ and ~~2012,~~is ~~respectively. The~~effective ~~carrying~~for ~~amount~~public ofbusiness ~~these convertible~~entities ~~promissory~~for ~~notes~~fiscal ~~was $122~~years,~~925~~ atand ~~September~~interim ~~30,~~periods ~~2013,~~within ~~representing~~those ~~their~~fiscal ~~unconverted face amount of $149~~years,~~000~~ ~~less~~beginning ~~the~~after ~~unamortized discount~~December ~~of $26~~15,~~075~~ 2015. ~~The~~ ~~carrying~~Early ~~amount~~adoption ~~of these convertible promissory notes~~ is ~~$83,072 at December 31, 2012, representing their unconverted face amount of $167,762 less the unamortized discount of $84,690~~permitted.

In ~~September~~January ~~2012 and February 2013~~2015, the ~~Company~~ ~~received~~FASB ~~proceeds~~issued ~~pursuant~~Accounting Standards toUpdate ~~two unsecured convertible promissory notes to Prolific Group, LLC~~ (~~“Prolific”~~ASU)~~, an~~ ~~unaffiliated entity~~No. ~~Additionally,~~ 1)2015-01 in(Subtopic ~~July 2012 Prolific acquired the rights to three unsecured convertible promissory notes from one of the Company’s noteholders, 2~~225-20) in- ~~September~~Income ~~2012~~Statement ~~Prolific~~- ~~purchased~~Extraordinary ~~the rights to $40,000 of principal of a secured bridge loan note held by another noteholder of the Company,~~ and 3)Unusual ~~in February 2013 Prolific purchased the rights to $50,000 of principal of a secured note held What Happened LLC~~Items. ~~These~~ ~~acquired~~ASU ~~rights~~2015-01 ~~were restated such that all notes~~eliminates ~~held by Prolific bear interest at 6% per annum and~~ the ~~principal~~concept ~~and unpaid accrued interest are generally due approximately one year after the issuance date. Certain~~ of ~~these~~an ~~notes~~extraordinary ~~are~~item ~~currently~~from ~~in default~~GAAP. ~~The~~ ~~notes~~As ~~are~~a ~~convertible until~~result, ~~maturity~~an atentity awill ~~variable~~no ~~conversion~~longer ~~price~~be ~~equal~~required to ~~70%~~segregate ofextraordinary ~~the lowest closing bid price~~ items from the ~~five~~results ~~trading days prior to the date~~ of ~~the~~ordinary ~~conversion notice. During the nine months ended September 30~~operations, ~~2013,~~to ~~the~~separately ~~Company~~present ~~received~~an ~~notices~~extraordinary ~~of conversion~~item ofon ~~notes~~its ~~totaling~~income ~~$59~~statement,~~250~~ ~~and~~net ~~accrued interest~~ of $1tax,~~272,~~ ~~which~~after income ~~were~~from ~~converted~~continuing ~~into~~operations ~~3,207,002 shares of common stock,~~ or ato ~~weighted-average~~disclose ~~conversion~~income ~~price~~taxes ofand ~~$0.019~~ earnings-per -share~~. This~~ ~~variable~~data ~~conversion~~applicable ~~price~~to ~~constitutes~~ an ~~embedded~~extraordinary ~~derivative~~item. ~~under~~However, ~~generally~~ASU ~~accepted~~2015-01 ~~accounting~~will ~~principles~~still ~~and~~retain isthe ~~required~~presentation ~~to be recorded as liabilities~~ and ~~valued~~disclosure atguidance ~~fair~~for ~~value. The fair~~items ~~value~~that ~~of these embedded conversion features~~ are ~~recorded~~unusual asin ~~discounts~~nature toand ~~the carrying amount of the convertible promissory~~occur ~~notes~~infrequently. In ~~the~~ASU ~~event~~2015-01 ~~the~~is ~~fair~~effective ~~value~~for ofperiods ~~the~~beginning ~~embedded~~after ~~conversion~~December ~~feature~~15, ~~exceeds~~2015. ~~the~~The ~~face~~adoption ~~amount~~ of ~~the~~ASU ~~note,~~2015-01 ~~the excess~~ is ~~amortized~~not ~~immediately as interest expense. The remaining discounts are amortized over the period from the issuance~~expected ~~dates~~ to ~~the~~have ~~maturity~~a ~~dates~~material oreffect toon the ~~conversion dates, whichever is earlier. The~~ Company’s ~~recognized~~consolidated ~~interest~~financial ~~expense from the amortization of the discounts in the amount of $170,964 for the nine months ended September 30, 2013~~statements. ~~The~~ ~~carrying amount~~Early ofadoption these convertible promissory notes was $49,146 at September 30, 2013, representing their unconverted face amount of $79,900 less the unamortized discount of $30,754. The carrying amount of these convertible promissory notes is ~~$26,027 at December 31, 2012, representing their unconverted face amount of $64,150 less the unamortized discount of $38,123~~permitted.

~~Various~~In ~~Other~~February, ~~Individuals~~2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and ~~Entities~~securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted

~~Commencing~~Other inrecent ~~November~~accounting ~~2011 and continuing~~pronouncements ~~through~~issued ~~April~~by ~~2012,~~ the ~~Company issued thirteen additional unsecured convertible promissory notes to various unaffiliated entities or individuals. Aggregate proceeds from these convertible promissory notes totaled $307~~FASB,~~000. In~~ ~~connection with~~including ~~twelve~~its ofEmerging ~~these~~Issues ~~notes~~Task ~~totaling $287~~Force,~~000,~~ the ~~Company~~American ~~also~~Institute ~~issued warrants to purchase 287,000 shares~~ of ~~common~~Certified ~~stock. The warrants~~Public ~~are exercisable at $1.50 per share and expire on December 31~~Accountants, ~~2016. The convertible promissory notes bear interest at 8% per annum. The principal~~ and ~~unpaid accrued interest were due on dates ranging from August 1, 2012 to October 26, 2012. These notes are currently in default. In general,~~ the ~~notes were convertible until maturity at a variable~~Securities conversion price equal to 50% of the average of the lowest three closing bid prices from the ten trading days prior to the date of the conversion notice. Prior to 2013, eleven of these unsecured convertible promissory notes had been converted into common stock. During the nine months ended September 30, 2013, the Company received notices of conversion of the remaining two notes totaling $45,000 and ~~accrued~~Exchange ~~interest~~Commission ofdid ~~$3,124,~~not ~~which were converted into 214,530 shares of common stock,~~ or aare ~~weighted-average conversion~~not ~~price~~believed ofby ~~$0.22~~management ~~per share. This variable conversion price constituted an embedded derivative under generally accepted accounting principles and was required~~ to behave ~~recorded~~a asmaterial ~~liabilities~~impact ~~and~~on ~~valued at fair value. The fair value of these embedded conversion features was recorded as discounts to~~ the ~~carrying~~Company's ~~amount~~present of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeded the face amount of the note, the excess was amortized immediately as interest expense. The remaining discounts were amortized over the period from the issuance dates to the maturity dates or ~~to the conversion dates, whichever was earlier. The Company recognized interest expense from the amortization~~future ofconsolidated ~~the~~financial ~~discounts in the amount of $0 and $490,964 for the nine months ended September 30, 2013 and 2012, respectively~~statements. ~~The principal balance these convertible promissory notes was $3,750 and $45,000 at September 30, 2013 and December 31, 2012, respectively.~~

~~Haverstock~~Note ~~Master~~2 ~~Fund,~~– ~~LTD~~Oil and ~~Common Stock~~Gas Properties, Held ~~LLC~~for Recession

~~Upon~~On ~~execution~~May ~~of an equity facility with Haverstock Master Fund~~6, ~~LTD (“Haverstock”) in June 2012~~2011, the Company ~~issued~~acquired ~~Haverstock~~ a ~~convertible note in the principal~~ ~~amount~~70% ofleasehold ~~$295,000~~working ~~for payment of an implementation fee of $250~~interest,~~000,~~ ~~legal~~with ~~fees~~a ofnet ~~$35,000,~~revenue ~~and~~interest ~~due diligence fees~~ of ~~$10,000 that have been expensed~~51. ~~In July 2012~~975%, ~~the~~of ~~Company~~certain ~~received~~oil ~~proceeds~~and ofgas ~~$75,000~~leases from ~~Common~~Montecito ~~Stock~~Offshore, ~~LLC pursuant to a convertible~~ ~~note~~L. ~~These~~L.C. ~~convertible~~(Montecito) ~~notes~~located ~~matured~~in onthe ~~March~~Vermillion ~~22,~~179 ~~2013~~tract ~~and are~~ in ~~default. The notes bear interest at~~ the ~~rate~~ Gulf of 8%Mexico ~~per~~offshore ~~annum. These~~from ~~noteholders are permitted~~Louisiana, atfor ~~any~~$1,500,000 ~~time~~in ~~after 180 days from the issue dates~~cash, toa ~~convert~~subordinated ~~the~~promissory ~~outstanding~~note ~~principal~~in ~~into common stock at a conversion price per share equal to 50% of~~ the ~~average~~amount of ~~the~~$500,000, ~~three~~and ~~lowest daily~~30,000 ~~intraday~~shares ~~trading prices~~ of ~~the~~ common stock. ~~during~~The ~~the~~leasehold ~~ten~~interest ~~trading~~was ~~days immediately preceding the conversion date. The~~capitalized ~~noteholders~~in ~~agreed to restrict their ability to convert~~ the ~~notes~~amount ~~and receive shares~~ of ~~our~~$5,698,563, ~~common~~representing ~~stock~~$2,000,000 ~~such~~in ~~that~~cash ~~the number of shares of common stock held by the noteholder~~ and ~~its~~promissory ~~affiliates~~note, ~~after~~$3,675,000 ~~such~~for ~~conversion~~30,000 ~~does not exceed 4.99% of the then issued and outstanding~~ shares of the Company’s common stock~~. During~~ ~~the~~based ~~nine~~on ~~months ended September 30, 2013, the Company received~~ a ~~notice~~closing ofprice ~~conversion from Haverstock~~ of $~~54,196 of its convertible note, which was converted into 3,634,856 shares of common stock, or $0~~122.~~015~~50 per share~~. The~~ ~~variable~~on ~~conversion~~the ~~price~~closing ~~constitutes~~date, ~~an embedded derivative under generally accepted accounting principles~~ and is$23,563 ~~required~~in toacquisition ~~be recorded as liabilities and valued at fair value~~costs. ~~The~~ ~~fair~~In ~~value~~conjunction ofwith ~~these embedded conversion features is recorded as discounts to~~ the ~~carrying~~acquisition, ~~amount of~~ the ~~convertible~~Company ~~promissory~~issued ~~notes. In the~~$2,550,000 ~~event the fair value~~ of ~~the~~convertible ~~embedded~~debentures ~~conversion~~secured ~~feature~~by ~~exceeds~~ the ~~face~~leases ~~amount~~(see ofNote ~~the~~7). ~~note,~~In ~~the~~December ~~excess is amortized immediately~~2011, asMontecito ~~interest~~filed ~~expense. The~~a ~~remaining~~lawsuit ~~discounts are amortized over the period from the issuance dates~~ to ~~the~~rescind ~~maturity dates or to~~ the ~~conversion~~asset ~~dates,~~sale ~~whichever is earlier~~transaction. ~~The~~ ~~Company~~No ~~recognized~~drilling ~~interest~~or ~~expense~~production ~~from~~activities ~~the~~was ~~amortization~~ever ofcommenced ~~the discounts~~ in the ~~amount of $107,591 for the nine months ended September 30, 2013. The carrying amount of these convertible~~ ~~promissory~~Vermillion ~~notes~~179 ~~was~~tract ~~$289,906~~by at September 30, 2013, representing their unconverted face amount. The carrying amount of these convertible promissory notes is $236,511 at December 31, 2012, representing their unconverted face amount of $344,102 less the ~~unamortized discount of $107,591~~Company.

On May 27, 2014, the parties entered into a Joint Motion to Dismiss to close the case whereby the sale was rescinded, the leasehold interests were returned to Montecito, and the Company’s secured note payable of $500,000 to Montecito (see Note 6) and convertible debentures of $2,453,032 (see Note 7) were extinguished. The Company accounted for the transaction as an exchange of the oil and gas asset for the debt and an extinguishment of a debt related derivative liability (see Note 8). The Company recorded a gain on the recession of $3,915,707 by removing the following balances of assets and liabilities from its books as of May 27, 2014:

Assets
Oil and gas properties	$	5,698,563
Total assets rescinded		5,698,563

Liabilities
Accrued interest		1,364,181
Secured note payable		500,000
Convertible debentures		2,453,032
Long-term asset retirement obligation		37,288
Total Liabilities extinguished		4,354,501

Subtotal-loss on exchange of oil and gas properties for debt		(1,344,062	)

Extinguishment of derivative liabilities related to convertible debentures		5,259,769

Gain on recession	$	3,915,707

~~Magna~~Note ~~Group,~~3 ~~LLC~~– Oil and ~~Hanover~~Gas ~~Holdings~~Properties ~~I, LLC~~

InOil ~~December 2012, Magna Group, LLC (“Magna”) purchased the rights to $40,000 of principal of a secured bridge loan note held by a noteholder of the Company~~ and ~~these~~gas ~~acquired rights~~properties ~~were~~consisted restated such that the note held by Magna bears interest at 12% per annum and the principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default. The note is convertible until maturity at a variable conversion price equal to 55% of the ~~lowest daily volume weighted average price of the Company’s common~~ stock in the three days prior to the date of the conversion notice. During the nine months ended September 30, 2013, the Company received notices of conversion of the entire note of $40,000, which was converted into 107,881 shares of common stock, or a weighted-average conversion price of $0.37 per share. This variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be recorded as a liability and valued at fair value. The fair value of these embedded conversion features is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $37,808 for the nine months ended September 30, 2013.following:

In November and December 2012, the Company received proceeds pursuant to two unsecured convertible promissory notes to Hanover Holdings I, LLC (“Hanover”), an unaffiliated entity. Proceeds from the convertible promissory note were $25,500. The convertible promissory notes bear interest at 12% per annum. The principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default. The first note is convertible until maturity at a variable conversion price equal to 55% of the lowest daily volume weighted average price of the Company’s common stock in the three days prior to the date of the conversion notice. The second note is convertible until maturity at a variable conversion price equal to 57% of the lowest trading price from the ten trading days prior to the date of the conversion notice. During the nine months ended September 30, 2013, the Company received notices of conversion of the entire note of $25,500, which was converted into 8,408,177 shares of common stock, or a weighted-average conversion price of $0.003 per share. This variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be recorded as liabilities and valued at fair value. The fair value of these embedded conversion feature is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $23,716 for the nine months ended September 30, 2013. The carrying amount of these convertible promissory notes is $0 at September 30, 2013. The carrying amount of these convertible promissory notes is $1,783 at December 31, 2012, representing their unconverted face amount of $25,500 less the unamortized discount of $23,717.

	June 30, 2014		December 31, 2013
ADR leases	$	344,470		–
Sunwest leases		418,471		–
Total	$	762,941		–

~~Five~~On ~~Individuals~~April 17, 2014, the Company completed the acquisition of the oil and gas assets of American Dynamic Resources, Inc. (ADR). The assets of ADR consist of multiple non-operating leases in Montgomery, Labette and Wilson Counties in Kansas. The combined leases contain 140 oil wells and 17 gas wells within 3,527 acres, none of which are currently operating. We also acquired ADR's patents related to enhanced oil recovery. The ADR acquisition has been capitalized in the amount of $344,470, representing a $125,000 note payable (See Note 6), $126,000 for the fair value of the issuance of 70,000,000 shares of the Company’s common stock based on the closing price of $0.0018 per share on the closing date, and $93,470, the present value of an abandonment obligations up to the amount of $250,000 assumed by the Company. All capitalized costs of the ADR oil and gas leases, including the estimated future costs to develop proved reserves, will be amortized, on the unit-of-production method using estimates of proved reserves once the wells become operating. At June 30, 2014, there was no production at the ADR oil and gas leases and the capitalized costs of the ADR oil and gas leases at June 30, 2014 were not subject to amortization.

On ~~July~~April 3118, ~~2012~~ 2014, the Company ~~received proceeds~~purchased ofcertain ~~$100~~assets from Sunwest Group,~~000~~ ~~pursuant~~LLC to(Sunwest) anconsisting ~~unsecured~~of ~~promissory~~18 ~~note~~non-operating leases in Montgomery, Labette and ~~issued~~Wilson aCounties ~~warrant~~in toKansas. ~~purchase~~The ~~2,000~~Sunwest ~~shares~~acquisition ofhas ~~common~~been ~~stock~~capitalized of in the ~~Company~~amount toof ~~two~~$418,471, ~~individuals. The~~representing ~~promissory~~a $325,000 note ~~requires~~payable ~~the~~(see ~~repayment~~Note of6), and $~~115~~93,~~000~~471, the present value of ~~principal~~an ~~(including~~abandonment ~~interest~~ obligations up to the amount of $15250,000) assumed by the ~~October~~Company. ~~31,~~All ~~2012. The~~capitalized ~~warrant~~costs ~~has~~of anthe ~~exercise~~Sunwest ~~price~~oil ofand ~~$5.00~~gas ~~per~~leases, ~~share~~including ~~and~~the ~~expires~~estimated onfuture ~~July~~costs ~~31,~~to ~~2015. Proceeds~~develop proved reserves, ~~from~~will be amortized, on the ~~note~~unit-of-production ~~were~~method ~~paid~~using onestimates of proved reserves once the ~~Bridge~~wells ~~Loan~~become ~~Note~~operating. ~~that~~At isJune 30, ~~discussed~~2014, inthere ~~further~~was ~~detail~~no inproduction ~~Note~~at 6the toSunwest ~~these~~oil ~~condensed~~and ~~consolidated~~gas ~~financial statements. As~~leases and the capitalized costs of ~~September~~the Sunwest oil and gas assets at June 30, ~~2013,~~2014 ~~this~~were ~~note~~not issubject into ~~default~~amortization.

OnNote ~~August~~4 9,– ~~2012,~~Payable ~~the Company received proceeds of $25,000 pursuant~~ to ~~an unsecured promissory note and issued a warrant to purchase 500 shares of common stock of the~~Ironridge ~~Company~~Global ~~to an individual. The promissory note requires the repayment of $28~~IV,~~750~~ ~~of principal (including interest of $3,750) by November 9, 2012~~Ltd. ~~The~~ ~~warrant has an exercise price of $5.00 per share of common stock~~ and ~~will~~Payable beto ~~exercisable until~~Tarpon ~~October~~Bay 9Partners, ~~2015. As of September 30, 2013, this note is in default.~~LLC

OnIronridge ~~October~~Global 8IV, ~~2012, the Company received proceeds of $50,000 pursuant to an unsecured promissory note and issued a warrant to purchase 1,000 shares of common stock of the Company to two individuals~~Ltd. ~~The~~ promissory note requires the repayment of $62,500 of principal (including interest of $12,500) by January 7, 2013. The warrant has an exercise price of $5.00 per share of common stock and will be exercisable until October 8, 2015. As of September 30, 2013, this note is in default.

~~The~~In ~~fair~~March ~~value~~2012, ofIronridge ~~the~~Global ~~warrants~~IV, ~~and~~Ltd. (“Ironridge”) filed a complaint against the ~~amounts~~ ofCompany ~~stated~~for ~~interest~~the ~~were~~payment ~~recorded~~of as$1,388,407 ~~discounts~~in tooutstanding ~~these~~accounts ~~notes~~payable, accrued ~~and~~compensation, ~~are~~accrued ~~amortized~~interest, ~~over~~and ~~the~~notes ~~terms~~payable of the ~~notes. The~~ Company ~~recognized~~(the ~~interest~~“Claim ~~expense~~Amount”) that Ironridge had purchased from ~~the~~various ~~amortization~~creditors of the ~~discounts~~Company. inThe ~~the~~lawsuit ~~amount~~was offiled ~~$960~~in ~~for~~ the ~~nine~~Superior ~~months~~Court ~~ended~~of ~~September 30,~~the ~~2013. The~~State ~~aggregate~~of ~~carrying~~California ~~amount~~for the County of ~~these~~Los ~~promissory~~Angeles ~~notes~~Central ~~is $206~~District,~~250~~ atand ~~September~~the ~~30,~~case ~~2013,~~was ~~representing~~Ironridge ~~their face~~Global ~~amount~~IV, Ltd. ~~The~~ ~~carrying~~v. ~~amount~~Worthington ofEnergy, ~~these~~Inc., ~~promissory~~Case ~~notes~~No. isBC 480184. ~~$205,290~~On atMarch ~~December 31~~22, 2012, ~~representing~~the ~~their~~court ~~face amount~~approved ofan ~~$206,250~~Order ~~less~~for ~~the~~Approval ~~unamortized~~of ~~discount~~Stipulation for Settlement of ~~$960~~Claims (the "Order").

~~JMJ~~The ~~Financial~~Order provided for the immediate issuance by the Company of 20,300 shares of common stock (the “Initial Shares”) to Ironridge towards settlement of the Claim Amount. The Order also provided for an adjustment in the total number of shares which may be issuable to Ironridge based on a calculation period for the transaction, defined as that number of consecutive trading days following the date on which the Initial Shares were issued (the “Issuance Date”) required for the aggregate trading volume of the common stock, as reported by Bloomberg LP, to exceed $4.2 million (the "Calculation Period"). Pursuant to the Order, Ironridge would retain 200 shares of the Company's common stock as a fee, plus that number of shares (the “Final Amount”) with an aggregate value equal to (a) the $1,358,135 plus reasonable attorney fees through the end of the Calculation Period, (b) divided by 70% of the following: the volume weighted average price ("VWAP") of the Common Stock over the length of the Calculation Period, as reported by Bloomberg, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the Calculation Period. The Company has calculated that the Calculation Period ended during the year ended December 31, 2012 and calculated that the Final Amount to be issued under the Order is 856,291 shares of common stock. Additionally, during the year ended December 31, 2012 when the Final Amount was determined, the Company calculated the fair value of the original liability to Ironridge Global IV, Ltd to be $1,981,312, that amount which when discounted to 70% of the VWAP and multiplied by the Final Amount, would equal $1,358,135 plus reasonable attorney fees. In so doing, the Company recognized an expense for the excess of the fair value of the resultant liability to Ironridge Global IV, Ltd. in excess of the original carrying amount of the liabilities acquired by Ironridge and adjusted the liability to Ironridge Global IV, Ltd. for the fair value adjustment.

OnSince ~~September~~the ~~12,~~issuance ~~2013,~~of the ~~Company~~Initial ~~issued~~Shares, anthe ~~unsecured~~Company ~~convertible~~issued ~~promissory~~an ~~note~~additional to194,200 ~~JMJ~~shares ~~Financial~~of ~~(“JMJ”),~~common anstock ~~unaffiliated~~during ~~entity. The~~the ~~convertible promissory~~year ~~bear~~ended noDecember ~~interest~~31, 2012 (for ~~the~~an ~~first~~aggregate 90value of ~~days~~$531,689) ~~but~~which ~~contains~~has abeen ~~10%~~accounted ~~original~~for ~~issue~~as ~~discount. The~~the ~~principal~~reduction ~~and~~of ~~unpaid~~a ~~accrued interest~~proportionate ~~are~~amount ~~generally~~of ~~due~~the ~~approximately~~calculated ~~one~~fair ~~year~~value ~~after~~of the ~~issuance~~original liability ~~date~~to Ironridge. In ~~general,~~During ~~this~~the ~~note~~year isended ~~convertible~~December ~~until maturity~~31, at2013 athe ~~variable~~Company ~~conversion~~issued ~~price~~an ~~equal~~additional to6,550,000 ~~60%~~shares of ~~the~~common ~~average~~stock to ofIronridge ~~the~~with ~~lowest~~an ~~two~~aggregate ~~trading~~value ~~prices~~of ~~in the 20 trading days prior to conversion~~$1,421,595. ~~This~~At ~~variable~~that ~~conversion~~time, ~~price~~the ~~constitute~~Company anbelieved ~~embedded~~it ~~derivative~~had ~~under~~a ~~generally~~remaining ~~accepted~~obligation ~~accounting~~to ~~principles~~Ironridge ~~and~~of ~~are~~$68,028. ~~required~~However, toon beFebruary ~~recorded~~24, as2014, aIronridge ~~liability~~claimed ~~and~~that ~~valued~~the atCompany’s ~~fair~~failure ~~value. The~~to ~~fair~~comply ~~value~~with ofprior ~~these~~order ~~embedded~~and ~~conversion~~stipulation ~~features~~has iscaused ~~recorded~~them asharm ~~discounts~~and toclaimed ~~the~~that ~~carrying~~it ~~amount~~was ofstill ~~the~~owed ~~convertible promissory note~~$241,046. In ~~the~~A ~~event~~judge ~~the~~awarded ~~fair~~Ironridge ~~value of~~a ~~the~~third ~~embedded~~order ~~conversion~~enforcing ~~feature~~a ~~exceeds~~prior ~~the~~order for ~~face~~approval ~~amount~~ of ~~the~~stipulation ~~note,~~for ~~the~~settlement ~~excess~~claim isby ~~amortized~~requiring ~~immediately~~the asCompany ~~interest~~to ~~expense. The remaining~~reserve ~~discounts~~1,095,950,732 ~~are~~shares ~~amortized~~of ~~over~~ the ~~period~~Company’s common ~~from~~stock until the ~~issuance~~balance ~~dates~~of to the ~~maturity~~claim ~~dates~~is orpaid. toOn ~~the~~February ~~conversion~~26, ~~dates~~2014, ~~whichever is~~the ~~earlier. The~~ Company ~~recognized~~issued ~~interest~~to ~~expense~~Ironridge ~~from~~5,000,000 ~~the~~shares ~~amortization~~ of common ~~the~~stock ~~discounts~~valued inat ~~the amount of~~ $204,~~328 for~~550. During the ~~nine~~three months ended ~~September~~June 30, ~~2013. The~~2014, ~~carrying~~the ~~amount~~Company ofissued ~~these~~Ironridge ~~convertible~~an ~~promissory~~additional ~~notes was $7~~386,~~466 at~~000,000 ~~September~~shares ~~30,~~of ~~2013,~~common ~~representing~~stock ~~their~~valued ~~unconverted~~at ~~face~~$95,620 ~~amount~~and ofat ~~$25~~June 30,~~000~~ ~~less~~2014, the ~~unamortized~~balance ~~discount~~due ofto Ironridge was $17140,~~534~~876.

~~Charles~~Tarpon ~~Volk~~Bay ~~(Related~~Partners ~~Party)~~LLC

OnIn ~~June 4~~2014, ~~2013,~~Tarpon ~~the~~Bay ~~Company~~Partners ~~issued~~LLC ~~an unsecured convertible promissory notes to Charles Volk, the Company’s CEO,~~ (~~“Volk”~~Tarpon)~~. The convertible~~ ~~promissory~~assumed ~~bear at 10% per annum and contains a~~ $~~25,000 original issue discount~~1. ~~The~~1 ~~convertible~~million ~~note was issued in exchange for $100,000~~ of ~~accrued~~past ~~compensation~~ due toaccounts ~~Volk.~~payable ~~The principal~~ and ~~unpaid~~ accrued ~~interest~~compensation ~~due~~of ~~one year after~~ the ~~issuance~~Company ~~date. The notes~~from ~~are~~various ~~convertible~~creditors ~~at a variable conversion price equal to 50%~~ of the ~~current market price of the~~ Company~~’s common stock~~. InTarpon ~~addition,~~then ~~the~~commenced ~~conversion price also included~~ an ~~anti-dilution~~action ~~provision~~against ~~that allows for~~ the ~~automatic reset of the conversion price upon any future sale of the~~ Company’s ~~common~~to ~~stock,~~recover ~~warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below~~ the ~~current~~aggregate ~~conversion price~~ of the ~~convertible~~past ~~promissory~~due ~~note~~accounts. ~~The~~ ~~Company~~On ~~determined~~April ~~that~~21, ~~the~~2014, ~~variable conversion price and~~ the ~~anti-dilution reset provision caused the conversion feature to~~Circuit beCourt ~~bifurcated from the convertible promissory notes, and are required to be recorded as a liability and valued at fair value. The fair value~~ of ~~these embedded conversion features and~~ the ~~original~~Second ~~issue~~Judicial ~~discount~~Circuit ~~are~~for ~~recorded~~Leon asCounty, ~~discounts~~Florida toapproved ~~the carrying~~an ~~amount~~agreement ofbetween the ~~convertible~~Company ~~promissory~~and ~~note. In addition to the issuance of the convertible note~~Tarpon, in ~~the~~which ~~same transaction,~~ the Company ~~issued~~agreed to ~~Volk~~issue ~~a warrant to purchase 1,250,000~~ shares of the Company’s common stock atto ~~$0.05~~Tarpon ~~per share.~~sufficient ~~The~~to ~~fair~~generate ~~value~~proceeds ofequal ~~the warrant at the date of issuance was $37,116 and is considered a discount~~ to the ~~note. The fair value~~aggregate ~~was~~of ~~calculated using~~ the ~~Black-Scholes~~past ~~model~~due ~~with the following assumptions: volatility - 307%; terms – 3 years; dividend yield – 0% and risk free interest rate – 0~~accounts.~~14%.~~ In ~~the~~addition, ~~event~~Tarpon ~~the~~will ~~discount~~receive toa ~~the~~fee ~~note exceed the face amount~~ of ~~the note,~~approximately ~~the~~43% ~~excess~~based ison ~~amortized immediately as interest expense. The remaining discounts are amortized over~~ the ~~period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier~~proceeds. The Company ~~recognized interest~~will ~~expense from~~ record the ~~amortization~~fees ofas the ~~discounts~~shares inare ~~the~~issued ~~amount~~and ~~of $205,573 for~~ the ~~nine~~past ~~months~~due ~~ended~~accounts ~~September~~are ~~30, 2013~~paid. The ~~carrying~~ ~~amount~~past ofdue ~~this~~amounts ~~convertible~~assumed ~~promissory~~are ~~note~~current ~~was~~liabilities ~~$40,154 at September 30, 2013, representing their unconverted face amount~~until ofsettled ~~$125,000~~under ~~less~~ the ~~unamortized~~assignment ~~discount of $84,846~~agreement.

~~Tomer~~In ~~Tal~~connection with the settlement, during the six months ended June 30, 2014, the Company issued to Tarpon 310,026,000 shares of common stock valued at $48,917 and at June 30, 2014, the balance due to Tarpon was $1,078,578.

OnNote ~~September~~5 4, 2013, the Company issued an unsecured convertible promissory notes to Tomer Tal (“Tal”). The convertible promissory bear at 10% per annum and contains a $10,000 original issue discount. The convertible note was issued in exchange for $40,000 of accounts payable due to Tal. The principal and unpaid accrued interest due one year after the issuance date. The notes are convertible at a variable conversion price equal to 50% of the current market price of the Company’s common stock. In addition, the conversion price also included an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the convertible promissory note. The Company determined that the variable conversion price and the anti-dilution reset provision caused the conversion feature to be bifurcated from the convertible promissory notes, and are required to be recorded as a liability and valued at fair value. The fair value of these embedded conversion features and the original issue discount are recorded as discounts to the carrying amount of the convertible promissory note. In addition to the issuance of the convertible note, in the same transaction, the Company issued to Tal a warrant to purchase 500,000 shares of the Company’s common stock at $0.05 per share. The fair value of the warrant at the date of issuance was $14,846 and is considered a discount to the note. The fair value was calculated using the Black-Scholes model with the following assumptions: volatility - 307%; terms – 3Unsecured ~~years;~~Convertible ~~dividend~~Promissory ~~yield~~Notes – 0% and risk free interest rate – 0.14%. In the event the discount to the note exceed the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $86,396 for the nine months ended September 30, 2013. The carrying amount of this convertible promissory note was $20,228 at September 30, 2013, representing their unconverted face amount of $50,000 less the unamortized discount of $29,772.Payable

~~Note~~A 6summary -of ~~Secured~~unsecured ~~Notes~~convertible ~~Payable~~promissory notes at June 30, 2014 and December 31, 2013 is as follows:

A summary of secured notes payable at September 30, 2013 and December 31, 2012:

	June 30, 2014						December 31, 2013
	Unpaid		Unamortized		Carrying		Unpaid		Unamortized		Carrying
	Principal		Discount		Value		Principal		Discount		Value

Asher Enterprises, Inc.	$	110,160	$	59,273	$	50,887	$	111,900	$	7,473	$	104,427
GEL Properties, LLC		126,280		1,288		124,992		149,000		13,486		135,514
Prolific Group, LLC		77,900		–		77,900		79,900		11,849		68,051
Haverstock Master Fund, LTD and Common Stock, LLC		317,476		–		317,476		289,906		–		289,906
Redwood Management LLC		193,115		31,833		161,282		–		–		–
AGS Capital Group		25,000		13,542		11,458		–		–		–
Hanover Holdings		31,500		23,625		7,875		–		–		–
LG Group		70,669		53,625		17,044		–		–		–
IBC		51,614		32,986		18,629		–		–		–
Magna Group		10,000		–		10,000		–		–		–
Charles Volk (related party)		125,000		–		125,000		125,000		53,596		71,404
Various Other Individuals and Entities		73,977		–		73,977		285,000		24,338		260,662
	$	1,212,691	$	216,172	$	996,520	$	1,040,706	$	110,742	$	929,964

	September 30, 2013						December 31, 2012
	Unpaid		Unamortized		Carrying		Unpaid		Unamortized		Carrying
	Principal		Discount		Value		Principal		Discount		Value
Black Cat Exploration & Production LLC	$	-	$	-	$	-	$	850,000	$	-	$	850,000
Montecito Offshore, LLC		500,000		-		500,000		500,000		-		500,000
Bride Loan Settlement Note		40,000		-		40,000		40,000		-		40,000
What Happened LLC		21,575		-		21,575		125,000		-		125,000
La Jolla Cove Investors, Inc.		84,500		44,424		40,076		92,500		105,227		(12,727	)
	$	646,075	$	44,424	$	601,651	$	1,607,500	$	105,227	$	1,502,273

At December 31, 2013, the unsecured convertible promissory notes payable totaled $1,040,706 and are generally due within one year from the date of issuance, bear interest at rates ranging from 8% to 12% and are convertible into shares of our common stock at discounts ranging from 30% to 70% of the Company’s common stock market price during a certain time period, as defined in the agreements. Additionally, the notes have generally contained a reset provision that provides that if the Company issues or sells any shares of common stock for consideration per share less than the conversion price of the notes, that the conversion price will be reduced to the amount of consideration per share of the stock issuance.

During the six months ended June 30, 2014, the Company issued $332,764 of unsecured convertible promissory notes to various entities. The convertible promissory notes bear interest from 8% to 12% per annum, are convertible into shares of our common stock at discounts ranging from 49% to 70%, contain reset provisions, and are due from six months to 12 months after the issuance date. Approximately $163,000 of the notes were not paid when due, and are currently in default. Under authoritative guidance of the FASB, due to the variable conversion prices and reset provisions, the Company accounted for the conversion features of these notes as instruments which do not have fixed settlement provisions and are deemed to be derivative instruments (see Note 7). The Company determined the aggregate fair value of the derivative liabilities related to these notes was $756,492, of which $372,764 was recorded as note discount (up to the face amount of the notes) to be amortized over the term of the related notes, and the balance of $383,728 is recorded in current period financing costs and penalty interest expense.

During the six months ended June 30, 2014, notes payable and accrued interest and fees in the aggregate balance of $80,881 previously classified as secured notes were added to unsecured convertible notes after the holders of the notes sold their interests in the notes to Magna Group (see Note 6). Also during the six months ended June 30, 2014, the Company increased certain notes by $101,203 to reflect an increase in the principal amount due to an event of default occurring, which was included in financing costs and penalty interest expense.

~~Black~~During ~~Cat~~the ~~Exploration~~six &months ~~Production~~ended June 30, 2014, ~~LLC~~$342,863 ~~(Mustang~~of ~~Island)~~notes payables and $5,197 of accrued interest were converted into 1,697,923,758 shares of the Company’s common stock.

AsMost further described in Note 2 to these condensed consolidated financial statements, on March 9, 2012, the Company acquired certain assets from Black Cat pursuant to the Black Cat Agreement, as amended. Pursuant to the terms of ~~the~~our ~~Black~~unsecured ~~Cat~~convertible ~~Agreement the Company issued a junior secured~~ promissory ~~note in the amount of $1,075,000 as partial consideration for the purchase. $100,000 of the junior secured~~ ~~promissory~~notes ~~note~~payable ~~was~~are ~~due~~in ondefault ~~May 31, 2012 and the balance was payable~~ at ~~the later of (i)~~ June ~~25, 2012 or (ii)~~ 30 ~~days after production commenced from the Mustang Island Well~~, ~~which was deemed to have occurred on August 29, 2012 when the well was connected to the main offshore pipeline of the Six Pigs Processing facility~~2014. ~~The~~ ~~Company~~During ~~paid $25,000 toward~~ the ~~principal~~six ~~of this note during the three~~ months ended June 30, ~~2012~~2014 and ~~paid an additional $200~~2013,~~000~~ inthe ~~November~~Company ~~2012,~~recognized ~~resulting~~interest expense infrom athe ~~balance~~amortization of ~~$850,000 at~~discounts ~~December~~in ~~31, 2012. The note accrued interest at 11% per annum, was secured by a second lien mortgage on~~ the ~~properties acquired~~amount ~~from~~of ~~Black Cat~~$267,334 and ~~was~~$308,233, ~~subordinated to the bridge loan note described below~~respectively.

~~As more fully described in~~ Note 26 to– ~~these condensed~~Secured ~~consolidated~~Notes financial statements, on January 25, 2013, the Company and Black Cat entered into a Settlement Agreement and Mutual Release of Claims with Mr. Mason and Black Cat which, among other things, released the Company from its obligation to repay this promissory note and related accrued interest.Payable

~~Montecito~~A ~~Offshore,~~summary ~~L.L.C.~~of ~~(Vermillion~~secured notes payable at June ~~179)~~30, 2014 and December 31, 2013:

As further described in Note 2, on May 6, 2011, the Company acquired a leasehold interest in oil and gas properties from Montecito Offshore, L.L.C. (Montecito). Pursuant to the terms of the agreement, as amended, the Company issued a subordinated promissory note in the amount of $500,000 as partial consideration for the purchase. The note is secured by a second lien mortgage, subordinated to the convertible debentures issued in May 2011, as further described in Note 7 to these condensed consolidated financial statements. The note bears interest at 9% per annum. The note and unpaid interest were originally due ninety days after the date of the promissory note, but the due date was extended to August 15, 2011. The note came due on August 15, 2011 and has not been paid. The Company’s failure to repay the note when due constitutes an event of default under the note. Upon the occurrence of an event of default, the note holder has the right to exercise its rights under the security agreement associated with the note. These rights include, among other things, the right to foreclose on the collateral if necessary. The Company is exploring alternatives for a partial sale, a farm-in, or the refinancing of the Vermillion 179 tract in order to pay off this note, with accrued interest.

	June 30, 2014						December 31, 2013
	Unpaid		Unamortized		Carrying		Unpaid		Unamortized		Carrying
	Principal		Discount		Value		Principal		Discount		Value

Montecito Offshore, LLC	$	–	$	–	$	–	$	500,000	$	–	$	500,000
Bridge Loan Settlement Note		–		–		–		40,000		–		40,000
What Happened LLC		–		–		–		21,575		–		21,575
La Jolla Cove Investors, Inc.		83,040		–		83,040		83,940		25,003		58,937
ADR Acquisition Note		125,000		–		125,000		–		–		–
Sunwest Group LLC		325,000		–		325,000		–		–		–
	$	533,040	$	–	$	533,040	$	645,515	$	25,003	$	620,512

InThe ~~December~~secured ~~2011~~notes payable are generally secured with oil and gas properties, bear interest at rates ranging from 4.75% to 9% and some are convertible into shares of our common stock at discount up to 93%. The Montecito ~~filed~~Offshore LLC note was secured by a ~~lawsuit~~second lien mortgage, and was extinguished inon May 27, 2014 (see Note 2). During the ~~Civil~~six ~~District~~months ~~Court~~ended June 30, 2014, the notes payable for the ~~Parish~~Bridge ofLoan ~~Orleans~~Settlement ofNote and to La Jolla Cove Investors, Inc. were sold by their holders to Magna Group and the ~~State~~aggregate principal balance of ~~Louisiana~~$61,575 ~~against~~was transferred ~~the~~to ~~Company~~unsecured byconvertible ~~filing~~promissory anotes ~~Petition~~(See Note 5). The note payable to ~~Rescind~~La Jolla Cove Investors was due April 30, ~~Sale. In~~2013, ~~this~~is ~~action~~currently in default, ~~Montecito~~and contains a variable conversion feature which is ~~seeking~~deemed to ~~rescind~~be ~~the~~a ~~asset~~derivative ~~sale~~instrument ~~transaction~~(see Note 7). In April 2014, asthe ~~described~~ADR Acquisition note and Sunwest Group LLC note were issued in conjunction with the ~~previous~~acquisition ~~paragraph.~~ of oil and gas properties (see Note 3). The ~~Company~~ADR ~~has~~Acquisition ~~entered~~note ~~into~~bears ~~settlement~~interest ~~discussions~~at 6% per annum, is secured by the property acquired and was due on August 15, 2014. This note has ~~reached~~not abeen ~~preliminary~~repaid ~~settlement,~~and ~~but~~is ~~final~~currently ~~document~~in ~~remain~~default. toThe beSunwest ~~signed~~Group, LLC note bears interest at as6% ofper annum is secured by the ~~date~~property ofacquired ~~this~~and ~~Report~~was due on October 14, 2014. This note has not been repaid and is currently in default.

~~Bridge~~During ~~Loan~~the ~~Note~~six months ended June 30, 2014, $900 of notes payables to La Jolla Cove Investors were converted into 13,444,444 shares of the Company’s common stock.

OnDuring ~~March 6, 2012,~~ the ~~Company~~six ~~received proceeds~~months ofended ~~$250,000~~June ~~under a secured bridge loan note. The Company agreed to pay the note holder $277~~30,~~500~~ ~~by the maturity~~2014 ~~date of May 5, 2012. This note is currently in default. The bridge loan note was secured by a deed of trust on certain oil~~ and ~~gas properties acquired from Black Cat as described in Note 2 to these condensed consolidated financial statements. In the event of default~~2013, the ~~note~~Company ~~holder~~recognized ~~was~~interest ~~entitled~~expense ~~to 80% of the proceeds~~ from the ~~sale~~amortization of ~~production~~discounts ~~from the collateral property and the principal amount due under the note was to be increased by $27,500. This note was not repaid by May 5, 2012 and was~~ in ~~default. Accordingly,~~ the ~~principal~~ amount of ~~the note was increased by~~ $2725,~~500~~003 to $305,000. In June 2012, the noteholder sold a 50% interest in this note to an entity related to the noteholder. As described in Note 5 to these condensed consolidated financial statements, proceeds from an unsecured promissory note were used to reduce the balance by $100,000, resulting in a combined balance on the notes of $205,000. During the period from July to December 2012, the noteholders sold the remaining principal balance of the notes to GEL ($75,000), Prolific ($40,000), and ~~Magna (~~$9041,~~000)~~380, ~~all as disclosed in Note 5 to these condensed consolidated financial statements~~respectively.

~~Upon~~Note ~~issuance,~~7 ~~the~~- ~~Company~~Convertible determined the fair value of the warrants was $8,639 and recorded a corresponding discount to the convertible debentures. The Company also recorded $27,500 as the original issue discount on this note. The total discount of $36,139 has been amortized over the sixty day term of the note. The Company recognized interest expense from the amortization of the discount in the amount of $15,058 for the three months ended March 31, 2012.Debentures

OnIn ~~December~~May ~~12,~~2011 ~~2012,~~ the Company ~~and~~sold ~~these noteholders~~units ~~entered~~to ~~into~~certain investors afor ~~Settlement~~aggregate ~~Agreement~~cash ~~and~~proceeds ~~Mutual~~of ~~Release~~$2,550,000 ofat ~~Claims~~a inprice ~~order~~of to$30,000 ~~settle~~per ~~any~~unit, ~~and~~consisting ~~all~~of ~~claims~~a ~~that~~secured ~~may~~convertible ~~have~~debenture ~~existed~~of ~~between~~$30,000 ~~the~~and ~~parties. In~~a ~~connection~~warrant ~~with~~to ~~this~~purchase ~~settlement~~400 ~~agreement,~~shares of the Company’s ~~issued~~common anstock. ~~unsecured~~The ~~promissory~~debentures were secured by ~~note~~certain inoil ~~the~~and ~~amount~~gas ofleases ~~$40,000~~(see toNote ~~settle~~2). ~~unpaid~~The ~~accrued~~convertible ~~interest,~~debentures ~~certain~~matured ~~legal~~in ~~costs~~May, 2012 and ~~other~~originally ~~unspecified~~accrued ~~amounts. The note bears~~ interest at 69% per annum ~~and is due on or before June 12, 2013~~. ~~This~~The ~~note~~debentures iswere ~~currently~~convertible inat ~~default. Additionally,~~ the ~~Company~~holder’s ~~issued~~option aat ~~warrant~~any totime ~~acquire~~into ~~20,000~~common ~~shares~~stock ofat ~~the~~a ~~Company’s~~conversion price ~~common~~originally ~~stock,~~set ~~exercisable~~at ~~until~~$150.00 ~~December~~per ~~12, 2013~~share. The ~~exercise~~ ~~price~~Company ofwas in default under the ~~warrant~~convertible ~~varies~~debentures ~~from~~beginning ain July ~~low~~2011, ofand ~~$2.50~~the ~~per~~Company ~~share~~accrued interest at ~~December~~the ~~12,~~default ~~2012~~interest torate ~~$10.00~~is 18% per ~~share~~annum atcommencing ~~December~~on 12July 1, ~~2013~~2011.

On May 27, 2014, the Company’s obligations under the secured debentures of $2,453,032 was extinguished in conjunction with the recession of the secured oil and gas leases by the Company (see Note 2).

The debentures contained price ratchet anti-dilution protection. The Company has determined that this anti-dilution reset provision caused the conversion feature to be bifurcated from the debentures, treated as a derivative liability, and accounted for as a valuation discount at its fair value. On May 27, 2014, the derivative liability related to the convertible debentures was $5,259,769 and was extinguished due to the recession and recorded as part of the gain on recession (see Notes 2 and 8).

~~What~~Note ~~Happened~~8 ~~LLC~~– Derivative Liabilities

OnUnder ~~April~~the ~~19,~~authoritative ~~2012,~~guidance of the FASB ~~Company~~on ~~issued~~determining ~~a secured~~whether ~~promissory~~an ~~note~~instrument in(or ~~the~~embedded ~~principal~~feature) ~~face~~is ~~amount~~indexed ofto ~~$100~~an entity’s own stock,~~000~~ ininstruments ~~exchange~~which ~~for~~do not ~~$100,000~~have ~~from~~fixed ~~What~~settlement ~~Happened~~provisions ~~LLC~~are deemed to be derivative instruments. ~~Pursuant~~ All of the notes described in Notes 4 and 5 that tocontain a ~~deed~~reset provision or have a conversion price that is a percentage of ~~trust,~~the ~~security~~market ~~agreement~~price ~~and~~contain ~~financing~~embedded ~~statement~~conversion ~~covering~~features which asare ~~extracted~~considered ~~collateral,~~derivative liabilities to be re-measured at the ~~Company~~end ~~granted~~of every reporting period with the ~~investor a~~change ~~security~~in ~~interest~~value reported in ~~all~~the statement of operations. The conversion feature of the Company’s ~~prospective~~Debentures 6%(described ~~working~~in ~~interest~~Note in6), and the ~~Alvey~~related warrants, ~~Lease. The~~do ~~Company~~not ~~agreed to~~have ~~repay~~fixed ~~$125,000~~settlement onprovisions ~~June~~because 18their conversion and exercise prices, ~~2012~~respectively, ~~plus~~may ~~interest~~be atlowered if the ~~rate~~Company ofissues ~~11%~~securities ~~per~~at ~~annum~~lower prices in the future. The ~~secured~~Company ~~promissory~~was ~~note~~required ~~was~~to ~~not~~include the reset provisions in order ~~repaid~~to byprotect the ~~due~~holders ~~date~~of ~~and~~the isDebentures infrom ~~default~~the potential dilution associated with future financings. ~~Proceeds~~ ~~from~~In accordance with the FASB ~~secured~~authoritative ~~promissory~~guidance, ~~note~~the ~~were~~conversion ~~used~~feature toof ~~pay~~the anDebentures ~~earnest~~was ~~money deposit~~separated ~~under~~from athe ~~Purchase~~host ~~and~~contract ~~Sale~~(i.e., ~~Agreement~~the ~~with~~Debentures) and Drecognized ~~Bar~~as ~~Leasing~~a derivative instrument.

In lieu of repayment in cash, the investor has the option of converting the obligation represented by the secured promissory note into a 3.75% carried working interest in the Alvey Lease, which the investor was required to advise the Company of whether it intended to exercise such option on or prior to the maturity of the secured note. Although the period for exercise of the option has expired, the Company and the investor have had discussions to extend the date to exercise such option to any time prior to repayment. As ~~disclosed in Note 5 to these condensed consolidated financial statements, What Happened LLC has sold $87,500~~ of ~~the~~June ~~secured promissory note to GEL and Prolific, leaving a balance of $37,500 which is also expected to be sold. During the nine months ended September~~ 30, ~~2013,~~ ~~the~~2014 Company received notices of conversion of notes totaling $15,925, which were converted into 1,000,000 shares of common stock, or a weighted-average conversion price of $0.016 per share. The carrying amount of this note payable was $21,575 and ~~$125,000~~ ~~at September 30, 2013 and~~ December 31, ~~2102~~2013, ~~respectively. Upon completion of~~ the ~~sale~~derivative ~~of this note, the option will expire~~liabilities ~~and~~were ~~the~~valued ~~Company~~using ~~will~~a ~~retain~~probability ~~the~~weighted ~~3.75%~~average ~~carried~~Black ~~working~~Scholes-Merton ~~interest~~pricing inmodel ~~settlement~~with of the ~~earning~~following ~~money deposit.~~assumptions:

La Jolla Cove Investors, Inc.

			New Derivatives
			Issued During
			Six Months Ended
	June 30,		June 30,		December 31,
	2014		2014		2013
Conversion feature:
Risk-free interest rate		0.13%		0.11% to 0.13%		0.13%
Expected Volatility		462%		421% to 469%		425%
Expected life (in years)		.12 to .95		.50 to 1.0		.04 to .62
Expected dividend yield		0%		0%		0%

Warrants:
Risk-free interest rate		0.13%		N/A		0.13%
Expected Volatility		462%		N/A		425%
Expected life (in years)		1.08 to 2.68		N/A		1.6 to 3.6
Expected dividend yield		0%		N/A		0%

Fair Value
Conversion feature		2,287,596		756,491		7,896,892
Warrants		235		–		11,523
	$	2,287,831	$	756,491	$	7,908,415

The Company and La Jolla Cove Investors, Inc. (La Jolla) entered into a Securities Purchase Agreement (the SPA) dated as of April 30, 2012 (the Closing Date). Pursuant to the SPA, the Company issued La Jolla a Convertible Debenture in the amount of $200,000 (the Convertible Debenture) and an Equity Investment Agreement (the Equity Investment Agreement) in exchange for $100,000 in cash and a Secured Promissory Note (the Promissory Note) from La Jolla in the amount of $100,000 which is due on demand by the Company at any time after April 30, 2013. La Jolla was required to prepay the Promissory Note on January 25, 2013 if certain conditions were met at that date. However, the conditions were not met.

Pursuant to the Convertible Debenture, the Company agreed to pay La Jolla the principal sum of $200,000 (subject to adjustment as provided in the Convertible Debenture) on April 30, 2014 or such earlier date as required by the Convertible Debenture. Interest on the outstanding Convertible Debenture accrues at a rate of 4.75% per annum. The number of shares into which the Convertible Debenture can be converted is equal to the dollar amount being converted, divided by the quotient of the Conversion Price divided by 10, plus the dollar amount of the Convertible Debenture being converted divided by the Conversion Price. The Conversion Price is defined as equal to the lesser of (i) $225.00 or (ii) 75% of the three lowest volume weighted average prices (“VWAPs”) during the 21 days prior to the date of the conversion notice submitted by La Jolla. If on the date La Jolla delivers a conversion notice, the applicable conversion is below $10.00 (the “Floor Price”), the Company shall have the right exercisable within two business days after the Company’s receipt of the Conversion Notice to prepay that portion of the Convertible Debenture that La Jolla elected to convert. Any such prepayment shall be made in an amount equal to 120% of the sum of (i) the principal amount to be converted as specified in the applicable conversion notice plus (ii) any accrued and unpaid interest on any such principal amount.

Among the conditions that constitute an event of default is the situation where the average VWAP per share of the Company’s common stock for any period of three consecutive trading days during the term of the Convertible Debenture is less than $5.00 per share. This condition initially occurred in early June 2012 and has continued through September 30, 2013. On June 14, 2012, La Jolla notified the Company of the event of default and that it was accelerating the repayment of the Convertible Debenture (net of the $100,000 note receivable), repayment premium, and accrued interest in the aggregate amount of $120,586. However, in July 2012, La Jolla withdrew its notification. But, since an event of default has occurred, and has not been cured by the Company or the requirement has not been waived by La Jolla, the Convertible Debenture continues to be callable by La Jolla. As such, the Convertible Debenture is classified among the current liabilities of the Company and is presented net of the $100,000 note receivable.

Pursuant to the Equity Investment Agreement, La Jolla has the right from time to time during the term of the agreement to purchase up to $2,000,000 of the Company’s Common Stock in accordance with the terms of the agreement. Beginning October 27, 2012 and for each month thereafter, La Jolla shall purchase from the Company at least $100,000 of common stock, at a price per share equal to 125% of the VWAP on the Closing Date, provided, however, that La Jolla shall not be required to purchase common stock if (i) the VWAP for the five consecutive trading days prior to the payment date is equal to or less than $10.00 per share or (ii) an event of default has occurred under the SPA, the Convertible Debenture or the Equity Investment Agreement. Pursuant to the Equity Investment Agreement, La Jolla has the right to purchase, at any time and in any amount, at La Jolla’s option, common stock from the Company at a price per share equal to 125% of the VWAP on the Closing Date.

During the nine months ended September 30, 2013, La Jolla sent the Company notices of conversion of $8,000 of the Convertible Debenture and notices of purchase of $79,230 under the Equity Investment Agreement. Pursuant to these notifications, the Company issued 513,308 shares of common stock at a weighted average price of $0.179 per share.

In connection with the issuance of the Convertible Debenture, Charles F. Volk, Jr., Anthony Mason and Samuel J. Butero issued a Secured Continuing Personal Guaranty pursuant to which they guaranteed the Company’s obligations under the Equity Investment Agreement and the Convertible Debenture, up to a total of $100,000.

The variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be valued at fair value. The fair value of the embedded conversion feature has been recorded as a discount to the carrying amount of the Convertible Debenture. The discount is being amortized over the period from the issuance date to the maturity date or to the conversion date, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $60,802 for the nine months ended September 30, 2013. The carrying amount of this Convertible Debenture is $40,076 at September 30, 2013, representing the unconverted face amount of $184,500, less the unamortized discount of $44,424 and less the note receivable due from La Jolla in the amount of $100,000. The carrying amount of this Convertible Debenture is $(12,727) at December 31, 2012, representing the unconverted face amount of $192,500, less the unamortized discount of $105,227 and less the note receivable due from La Jolla in the amount of $100,000.

Note 7 - Convertible Debentures and Related Warrants (In Default)

In May 2011 the Company sold units to certain investors for aggregate cash proceeds of $2,550,000 at a price of $30,000 per unit. Each unit consisted of a secured convertible debenture in the principal amount of $30,000 and a warrant to purchase 20,000 shares of the Company’s common stock. The convertible debentures were issued in three tranches, matured one year after issuance on May 5, 2012, May 13, 2012, and May 19, 2012, and originally accrued interest at 9% per annum. The debentures were convertible at the holder’s option at any time into common stock at a conversion price originally set at $1.50 per share. The debentures will automatically be redeemed with a 30% premium upon a Change of Control or Listing Event (each as defined in the convertible debenture). Interest on the debentures is payable quarterly in arrears in cash. The Company is in default under the convertible debentures because it has not made the interest payments that were due on July 1, 2011, October 1, 2011, January 1, 2012, April 1, 2012, May 5, 2012, May 13, 2012, and May 19, 2012, and has not repaid the principal which matured on May 5, 2012, May 13, 2012, and May 19, 2012. As such, the Company is in default on all unpaid principal and total accrued interest of $1,010,271 as of September 30, 2013. The default interest rate is 18% per annum. Interest on the convertible debentures has been accrued at 18% in the accompanying condensed consolidated financial statements commencing on July 1, 2011, the date when the Company first defaulted on an interest payment. To date, such default has not been either cured by the Company or waived by the holders of the convertible debentures. Upon the occurrence of an event of default, the debenture holders have the right to exercise their rights under the Mineral Mortgage associated with the debentures. These rights include, among other things, the right to foreclose on the collateral if necessary. The Company is currently working to resolve the default on these debentures. The Company can provide no assurance that it will obtain a resolution, or that the secured creditors will not eventually foreclose if not paid in the near term. The Company is exploring alternatives for a partial sale, a farm-in, or the refinancing of the Vermillion 179 tract in order to pay off the debentures, with accrued interest.

The debentures contain price ratchet anti-dilution protection. In addition, the conversion price shall be adjusted if the conversion price of securities in a subsequent offering by the Company is adjusted pursuant to a make good provision. The shares of common stock issuable upon conversion of the debentures are entitled to piggyback registration rights. The Company has determined that this anti-dilution reset provision caused the conversion feature to be bifurcated from the debentures, treated as a derivative liability, and accounted for at its fair value. Upon issuance, the Company recorded a corresponding discount to the convertible debentures. During the nine months ended September 30, 2013 and during the year ended December 31, 2012, the conversion of certain unsecured convertible promissory notes and related issuance of common stock triggered the reset of the conversion price of the convertible debentures pursuant to the price ratchet anti-dilution protection provisions of these agreements. As of September 30, 2013 and December 31, 2012, the reset conversion price of the debentures is $0.014 and $0.44 per share, respectively, based on the lowest of the conversion prices. The conversion price of these debentures has been further adjusted subsequent to September 30, 2013 pursuant to the price ratchet anti-dilution protection provisions. During the nine months ended September 30, 2013, a debenture holder sent the Company notices of conversion of $96,968 of convertible debentures and $36,532 of the accrued interest. Pursuant to these notices, the Company issued 2,239,181 shares of common stock at a weighted average price of $0.06 per share.

In connection with this placement of convertible debentures, the Company issued warrants to acquire 34,000 shares of the Company’s common stock to the debenture holders. The warrants were originally exercisable for a period of five years at an exercise price of $150.00 per share. The warrants became exercisable on a cashless basis after issuance because there was not an effective registration statement registering for resale the shares issuable upon exercise of the warrants. The shares of common stock issuable upon exercise of the warrants are entitled to piggyback registration rights. The warrants contain price ratchet anti-dilution protection. The Company has determined that this anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance, the Company determined the fair value of the warrants and recorded a corresponding discount to the convertible debentures. During the nine months ended September 30, 2013 and during the year ended December 31, 2012, the conversion of certain unsecured convertible promissory notes and related issuance of common stock triggered the reset of the exercise price of these warrants pursuant to the price ratchet anti-dilution protection provisions of these agreements. As of September 30, 2013 and December 31, 2012, the reset exercise price of the warrants is $0.014 and $0.44 per share, respectively, based on the lowest of the conversion prices. As further explained in Note 15 to these condensed consolidated financial statements, the exercise price of these warrants has been further adjusted subsequent to September 30, 2013 pursuant to the price ratchet anti-dilution protection provisions.

The total discount to the debentures of $2,367,194 has been amortized over the one year term of the debentures using the effective interest method. The carrying amount of the convertible debentures is $2,453,032 at September 30, 2013 and $2,550,000 at December 31, 2012, representing their unconverted face amount since the discount is now fully amortized.

In connection with this sale of convertible debentures and warrants, the Company 1) incurred a placement fee with its placement agent of $356,000, 2) issued five-year warrants to its placement agent to acquire 3,400 shares of common stock, which was 10% of the aggregate number of shares of the Company’s common stock issuable upon conversion of the debentures, and 3) paid $50,000 for legal services in connection with the issuance of these convertible debentures and warrants. The warrants issued to the placement agent were originally exercisable at $150.00 per share, may be exercised on a cashless basis, and contain price ratchet anti-dilution protection. The Company has determined that this anti-dilution reset provision of the warrants is subject to derivative liability treatment and is required to be accounted for at its fair value. Upon issuance, the Company determined the fair value of the warrants and recorded a corresponding charge to deferred financing costs. During the nine months ended September 30, 2013 and during the year ended December 31, 2012, the conversion of certain unsecured convertible promissory notes and related issuance of common stock triggered the reset of the exercise price of these warrants pursuant to the price ratchet anti-dilution protection provisions of these agreements. As of September 30, 2013 and December 31, 2012, the reset exercise price of the warrants is $0.014 and $0.44 per share, respectively, based on the lowest of the conversion prices. As further explained in Note 15 to these condensed consolidated financial statements, the exercise price of these warrants has been further adjusted subsequent to September 30, 2013 pursuant to the price ratchet anti-dilution protection provisions.

Total deferred financing costs recorded for the issuance of convertible debentures was $531,688. Deferred financing costs have been amortized over the one year term of the debentures using the effective interest method, and therefore, no further interest expense was recognized on the amortization of these costs during the period ended September 30, 2013.

Pursuant to the debentures and warrants, no holder may convert or exercise such holder’s debenture or warrant if such conversion or exercise would result in the holder beneficially owning in excess of 4.99% of our then issued and outstanding common stock. A holder may, however, increase or decrease this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing the Company with 61 days’ notice that such holder wishes to increase or decrease this limitation.

Pursuant to a Mineral Mortgage between the Company and the purchasers of the debentures and warrants, the Company granted a first priority lien on all assets acquired from Montecito Offshore, LLC, as further discussed in Note 2 to these consolidated financial statements.

Note 8 - Derivative Liabilities

In September 2008, the FASB issued authoritative guidance on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock. Under the authoritative guidance, effective January 1, 2009, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The conversion feature of the Company’s Debentures (described in Note 7 and 10), and the related warrants, do not have fixed settlement provisions because their conversion and exercise prices, respectively, may be lowered if the Company issues securities at lower prices in the future. The Company was required to include the reset provisions in order to protect the holders of the Debentures from the potential dilution associated with future financings. In accordance with the FASB authoritative guidance, the conversion feature of the Debentures was separated from the host contract (i.e., the Debentures) and recognized as a derivative instrument. Both the conversion feature of the Debentures and the related warrants have been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. All of the notes described in Notes, 5, 6 and 7 that contain a reset provision or have a conversion price that is a percentage of the market price contain embedded conversion features which are considered derivative liabilities. In addition, at September 30, 2013, the Company did not have sufficient authorized shares to satisfy all the conversion for the notes described in Notes 5, 6 and 7; therefore the warrants outstanding at September 30, 2013 are also considered derivative liabilities.

As of September 30, 2013 and December 31, 2012, the derivative liabilities were valued using a probability weighted average Black Scholes-Merton pricing model with the following assumptions:

	September 30,			December 31,
	2013			2012
Conversion feature:
Risk-free interest rate		0.10	%		0.15	%
Expected Volatility		395	%		200	%
Expected life (in years)		.06 to .75			.5 to 1
Expected dividend yield		0	%		0	%
Warrants:
Risk-free interest rate		0.10	%		0.20	%
Expected Volatility		395	%		200	%
Expected life (in years)		1.9 to 3.5			2.6 to 4.2
Expected dividend yield		0	%		0	%
Fair Value
Conversion feature		7,644,393			7,768,138
Warrants		19,018			27,197
	$	7,663,411		$	7,795,335

The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected life of the convertible debentures and notes was determined by the maturity date of the notes. The expected life of the warrants was determined by their expiration dates. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

At June 30, 2014 and December 31, ~~2012~~2013, the fair value of the aggregate derivative liability of the conversion ~~feature~~features and warrants was $2,287,831 and $7,~~795~~908,~~335.~~415, respectively. During the ~~nine~~six months ended ~~September~~ June 30, ~~2013~~2014, we recognized an additional derivative ~~liability~~liabilities of $1756,~~085~~491,~~227~~ related to the issuances of ~~unsecured~~ convertible promissory notes payable ~~and~~(see ~~warrants~~Note as5). ~~described~~For ~~under~~the ~~Note~~three 5.and Assix ofmonths ~~September~~ended June 30, 2014 and 2013 the ~~aggregate~~Company ~~derivative~~recorded a ~~liability~~change in fair value of ~~all~~the ~~outstanding convertible~~derivative ~~debentures~~liability ~~and~~of ~~notes~~$1,117,306 and ~~warrants was~~ $71,~~663~~402,~~411~~514, respectively. For the ~~nine~~three months ended ~~September~~ June 30, ~~2013~~2014, ~~the~~a ~~Company~~derivative ~~recorded a~~liability ~~change~~of in$5,259,769 ~~fair~~related ~~value~~to convertible debentures was extinguished and recorded as part of the ~~derivative~~recession of ~~liability~~notes ofrelated ~~$1,216,999~~to oil and gas properties (see Notes 2 and 7).

Note 9 – Preferred and Common Stock

Issuance of ~~Series~~Common AStock ~~Preferred~~for ~~Stock~~Cash

OnDuring ~~April 10, 2013,~~ the ~~board~~six ofmonths ~~directors~~ended ~~authorized~~June ~~the~~30, ~~Company~~2014, ~~to file a certificate of designation authorizing one million shares of Series A Preferred Stock and authorized~~ the ~~sale and issuance of one million shares of Series A Preferred Stock to Charles Volk, the~~ Company’s ~~chief~~sold ~~executive officer in exchange for the conversion of $50~~1,~~000 of accrued salary owing to Mr. Volk. On April 17~~006,546 ~~2013,~~shares ~~the certificate~~ of ~~designation~~common ~~was filed~~stock ~~with~~at ~~the~~an ~~Secretary~~average ofprice ~~State~~ of ~~Nevada~~$0. ~~Among~~009 ~~the~~per ~~designations are that 1) one~~ share offor ~~Series~~total Aproceeds ~~Preferred Stock is convertible into one share~~ of ~~common stock and 2) each share of Series A Preferred Stock is entitled to 750 votes for each share of common stock~~$9,200.

~~Issuance~~Equity ofInvestment ~~Common Stock for Services~~Agreements

InPursuant ~~connection~~to ~~with~~the aEquity ~~consulting~~Investment ~~agreement~~Agreement, ~~dated~~La ~~February~~Jolla 1Cove Investors, ~~2013~~Inc., ~~with~~has ~~David~~the ~~Pinkman,~~right afrom ~~newly-appointed~~time ~~member~~to time during the term of the ~~board~~agreement to purchase up to $2,000,000 of the ~~directors~~Company’s Common Stock in accordance with the terms of the agreement. Beginning October 27, 2012 and for each month thereafter, La Jolla shall purchase from the Company ~~issued~~at 20least $100,000 ~~shares~~ of common stock, toat ~~Mr.~~a ~~Pinkman~~price ~~for~~per ~~consulting~~share ~~services~~equal to 125% of the VWAP ~~Company. For~~on ~~accounting~~the ~~purposes~~Closing Date, ~~this~~provided, ~~issuance~~however, ~~has~~that ~~been~~La Jolla shall not be required to purchase common stock if (i) the VWAP for the ~~recorded~~five atconsecutive ~~$5,200,~~trading days prior to the payment date is equal to or less than $010.2600 per share or (ii) an event of default has occurred under the SPA, the ~~closing~~Convertible ~~price~~Debenture ofor the Equity Investment Agreement. Pursuant to the Equity Investment Agreement, La Jolla has the right to purchase, at any time and in any amount, at La Jolla’s option, common stock onfrom the ~~date~~Company at a price per share equal to 125% of the ~~issuance~~VWAP ~~was~~on ~~made~~the Closing Date.

OnDuring ~~February~~the 6six months ended June 30, ~~2013~~2014, the Company received notices of purchase from La Jolla under the Equity Investment Agreement totaling $9,000, pursuant to which the Company issued 10 6,~~000~~546 shares of common stock toat ana ~~employee~~weighted asaverage ~~bonus~~price ~~compensation~~of ~~for~~$1.37 ~~services~~per ~~rendered~~share. ~~For~~ ~~accounting~~In ~~purposes~~addition, during the six months ~~this~~ended ~~issuance~~June ~~has~~30, ~~been~~2014, ~~recorded~~the atCompany ~~$15~~issued 1,000,000 orshares $1of common stock to Caro Capital Inc.50 ~~per~~under ~~share,~~an asequity ~~valued~~investment byagreement at ~~the~~a ~~Company~~weighted average price of $0.0002 per share.

Issuance of Common Stock tofor ~~Chief Executive Officer~~Debt

OnDuring ~~February 6, 2013,~~ the ~~board~~six ofmonths ~~directors authorized~~ended ~~the~~June ~~issuance of common stock to the chief executive officer in satisfaction of certain amounts owed to him. Pursuant to this authorization~~30, ~~the Company issued 100~~2014,~~000 shares of common stock to the chief executive officer. The stock~~ ~~was valued at $25,000, or $0.25 per share,~~ the ~~amount~~Company ~~stated in the unanimous consent of the board of directors.~~issued:

~~Issuance~~· 1,697,923,758 shares of ~~Common~~its ~~Stock~~common ~~and~~stock ~~Warrants~~ to the holders of certain unsecured convertible promissory notes payable in exchange for ~~Cash~~$348,060 of notes payable and accrued interest,

On· ~~February~~ 13 ~~and 25~~, ~~2013~~444,444 ~~the Company entered into Common Stock and Warrant Purchase Agreements with two individuals and sold 100,000~~ shares of ~~common~~its ~~stock at $0.50 per share and issued warrants to purchase 100,000 shares of~~ common stock~~. Proceeds~~ ~~from the sale were $50,000, which were allocated $37,420~~ to ~~the~~La ~~common~~Jolla ~~stock~~Cover ~~and $12~~Investors,~~580~~ ~~to the warrants based on their relative fair values~~Inc. ~~The~~ ~~warrants are~~in ~~exercisable~~exchange atfor $~~2.50~~900 ~~per~~of ~~shares~~secured ~~and~~notes ~~expire in February 2016.~~payable,

On· ~~April 5~~391, ~~2013~~000,000 ~~the Company entered into a Common Stock Purchase Agreements with a trust and sold 41,600~~ shares of its common stock atto ~~$0.87~~Ironridge ~~per~~Global ~~share~~IV, Ltd. ~~Proceeds from~~ ~~the~~in ~~sale~~exchange ~~were~~for $36100,~~000.~~170 of debt, and

On· ~~July 19~~310, ~~2013~~026, ~~the Company entered into a Common Stock Purchase Agreements with a trust and sold 500,~~000 shares of its common stock atto ~~$0.01~~Tarpon ~~per~~Bay ~~share~~Partners ~~and~~LLC. ain ~~three~~exchange ~~year~~for ~~warrant to purchase 500~~$48,~~000 shares~~917 of ~~common stock at a strike price of $0~~debt.~~025 per share. Proceeds from the sale were $5,000.~~

19Issuance of Common Stock for acquisition

~~Note~~In 10April -2014, ~~Stock~~the ~~Options~~Company issued 70,000,000 shares of its common stock to American Dynamic Resources, Inc. (ADR) related to the acquisition of certain oil and ~~Warrants~~gas properties from ADR (see Note 3).

Note 10 – Stock Options and Warrants

Stock Options and Compensation-Based Warrants

On September 29, 2010, the stockholders of the Company approved the adoption of the 2010 Stock Option Plan. The Plan provides for the granting of incentive and nonqualified stock options to employees and consultants of the Company. Generally, options granted under the plan may not have a term in excess of ten years. Upon adoption, the Plan reserved 40,000 shares of the Company’s common stock for issuance there under.

Generally accepted accounting principles for stock options and compensation-based warrants require the recognition of the cost of services received in exchange for an award of equity instruments in the financial statements, is measured based on the grant date fair value of the award, and requires the compensation expense to be recognized over the period during which an employee or other service provider is required to provide service in exchange for the award (the vesting period). No income tax benefit has been recognized for share-based compensation arrangements and no compensation cost has been capitalized in the accompanying ~~condensed~~ consolidated balance sheet.

~~A summary of stock option and compensation-based warrant activity for the three-month period ended September 30, 2013 is presented below:~~17

					Weighted
	Shares		Weighted		Average
	Under		Average		Remaining		Aggregate
	Option or		Exercise		Contractual		Intrinsic
	Warrant		Price		Life		Value
Outstanding at December 31, 2012		74,300	$	40.50		2.7 years	$	7,910
Granted or issued		38,000		3.50
Expired or forfeited		-		-
Outstanding at September 30, 2013		112,300		28.14		2.6 years	$	-
Exercisable at September 30, 2013		112,300	$	28.14		2.6 years	$	-

A summary of stock option and compensation-based warrant activity for the six months ended June 30, 2014 is presented below:

During the nine months ended September 30, 2013, the Company granted options and issued compensation-based warrants to certain consultants and individuals to acquire an aggregate of 38,000 shares of common stock at exercise prices ranging from $2.50 to $5.00 per share. All of these options and compensation-based warrants vested immediately.

Weighted

Average

Under

Average

Remaining

Aggregate

Option or

Exercise

Contractual

Intrinsic

Warrant

Price

Life (in years)

Value

Outstanding at December 31, 2013

92,300

33.52

2.7

–

Granted or issued

–

Expired or forfeited

(8,400

)

121.43

Exercisable at June 30, 2014

83,900

24.72

2.7

–

During the nine months ended September 30, 2012, the Company granted options and issued compensation-based warrants certain consultants to acquire an aggregate of 59,000 shares of common stock at exercise prices ranging from $7.50 to $12.50 per share. Of these options and compensation-based warrants, 47,000 vested immediately and 12,000 vest over twelve months.

The fair value of these stock options and compensation-based warrants was estimated on the date of grant or issuance using the Black-Scholes option pricing model. The weighted-average fair value of the stock options granted and compensation based warrants issued during the nine months ended September 30, 2013 was $1.01 per share. The weighted-average assumptions used for the options granted and compensation-based warrants issued during the nine months ended September 30, 2013 were risk-free interest rate of 0.27%, volatility of 229%, expected life of 2.0 years, and dividend yield of zero. The weighted-average fair value of the stock options granted and compensation based warrants issued during the nine months ended September 30, 2012 was $1.41 per share. The weighted-average assumptions used for the options granted and compensation-based warrants issued during the nine months ended September 30, 2012 were risk-free interest rate of 0.31%, volatility of 219%, expected life of 2.0 years, and dividend yield of zero.

For the three-month periods ended September 30, 2013 and 2012, the Company reported compensation expense related to stock options, compensation-based warrants, and stock awards of $64,014 and $115,054, respectively. As of September 30, 2013, there was approximately $0 of unrecognized compensation cost related to stock options and compensation-based warrants that will be recognized over a weighted average period of approximately 0.2 years. The intrinsic values at September 30, 2013 are based on a closing price of $0.75 per share.

Other Stock Warrants

A summary of other stock warrant activity for the three-month period ended ~~September~~June 30, ~~2013~~2014 is presented below:

						Weighted
				Weighted		Average
	Shares			Average		Remaining		Aggregate
	Under			Exercise		Contractual		Intrinsic
	Warrant			Price		Life (in years)		Value
Outstanding at December 31, 2012		67,294		$	37.00		3.1 years	$	21,261
Outstanding at December 31, 2013		2,409,370		$	0.38		2.4	$	–
Issued		2,350,000			0.10
Granted or issued		–
Expired		-			-
Expired or forfeited		(37,400	)
Outstanding at September 30, 2013		2,417,294		$	1.12		2.7 years	$	-
Outstanding at June 30, 2014		2,371,970		$	0.38		1.9	$	–

20Note 11 – Related Party Transactions

AsPayable ~~discussed more fully in Note 7~~ to ~~these condensed~~Related consolidated financial statements, the Company issued warrants to purchase 37,630 shares of common stock at $150.00 per share principally during May 2011 in connection with the issuance of convertible debentures, plus the Company issued compensation-based warrants in September 2011 to purchase 14,000 shares of common stock at $90.00 per share that contain price ratchet anti-dilution protection. During the nine months ended September 30, 2013 and during the year ended December 31, 2012, the conversion of certain unsecured convertible promissory notes and related issuance of common stock triggered the reset of the exercise price of these warrants pursuant to the price ratchet anti-dilution protection provisions of these agreements. As of September 30, 2013 and December 31, 2012, the reset exercise price of the warrants is $0.014 and $0.44 per share, respectively, based on the lowest of the conversion prices. As further explained in Note 15 to these condensed consolidated financial statements, the exercise price of these warrants has been further adjusted subsequent to September 30, 2013 pursuant to the price ratchet anti-dilution protection provisions.Parties

~~Note~~Warren 11Rothouse -was ~~Fair~~appointed ~~Value~~to ~~Measurements~~be a director of the Company in October 2012. Mr. Rothouse is Senior Partner of Surety Financial Group, LLC (Surety). Surety has provided investor relations services to the Company in recent years. On November 7, 2012, the Company entered into a new agreement with Surety to provide investor relations services for the fifteen month period commencing December 1, 2012 and continuing through February 28, 2014. The agreement provided for monthly payments of $6,500 for Surety’s services. In addition, Surety was issued 10,000 shares of restricted common stock of the Company’s common stock and warrants to purchase 15,000 shares of the Company’s common stock. The exercise price of the warrants is $5.00 per share and the warrants are exercisable on a cashless basis. The term of the warrants is three years. On February 27, 2013, the Company amended the November 7, 2012 agreement. Under the amended agreement, Surety will provide investor relations services for the fifteen month period commencing March 1, 2013 and continuing through May 31, 2014 and Surety will receive monthly payments of $10,000 for its services. Compensation to Surety under the agreements was $30,000 for the six months ended June 30, 2014. The balance due to Surety at June 30, 2014 and December 31, 2013 was $110,602 and $113,300, respectively, included on the Company’s accounts payable balance.

~~For~~Effective ~~assets~~January 31, 2013, David Pinkman was appointed to the Board of Directors of the Company. On February 1, 2013, the Company entered into a consulting agreement with Mr. Pinkman. The term of the agreement is for twelve months and ~~liabilities~~provides ~~measured~~for atmonthly compensation of $8,330. As ~~fair~~additional ~~value~~compensation, the Company ~~uses~~issued 20,000 shares of restricted common stock to Mr. Pinkman and issued him a warrant to acquire 20,000 shares of the ~~following~~Company’s ~~hierarchy~~common stock at $2.50 per share. Compensation earned by Mr. Pinkman under the consulting agreement was $17,121 for the year ended December 31, 2013 and June 30, 2014, of ~~inputs:~~which approximately $7,000 remained outstanding and included on the Company’s Accounts payable balance at December 31, 2013 and June 30, 2014.

● Level one — Quoted market prices in active markets for identical assets or liabilities; ● Level two — Inputs other than level one inputs that are either directly or indirectly observable; and ● Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.18

~~Liabilities~~Note ~~measured~~12 at– ~~fair~~Income ~~value on a recurring basis at September 30, 2013 are summarized as follows:~~Taxes

	Level 1		Level 2		Level 3		Total
Derivative liability - conversion feature of debentures and related warrants	$	-	$	5,254,147	$	-	$	5,254,147
Derivative liability - embedded conversion feature and reset provisions of notes	$	-	$	2,409,264	$	-	$	2,409,264

For the three and six months ended June 30, 2014, net income was $3,221,064 and $3,042,707, respectively, and the Company did not record any provision for income taxes primarily because the income in 2014 is a result of the extinguishment of a derivative liability due to the recession of the property discussed in Note 2. The income from the removal of the derivative liability is not considered income for tax purposes. For the three and six months ended June 30, 2013, the net loss was $174,308 and $1,306,451 respectively, and the Company did not record any provisions for income taxes.

~~Liabilities~~In ~~measured~~accordance atwith ~~fair~~Accounting ~~value~~Standards Codification (“ASC”) 740, Income Taxes, the Company evaluates its deferred tax assets to determine if a valuation allowance is required based on the consideration of all available evidence using a “more likely than not” standard, with significant ~~recurring~~weight ~~basis~~being atgiven ~~December~~to 31evidence that can be objectively verified. This assessment considers, ~~2012~~among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability; the length of statutory carryover periods for operating losses and tax credit carryovers; and available tax planning alternatives. Our deferred tax assets are ~~summarized~~composed asprimarily of ~~follows:~~U.S. federal net operating loss carryforwards and temporary differences related to stock based compensation. Based on available objective evidence, management believes it is more likely than not that these deferred tax assets are not recognizable and will not be recognizable until its determined that we have sufficient taxable income. We may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and disclosures. As of June 30, 2014, the Company does not have any liabilities for unrecognized tax uncertainties.

	Level 1		Level 2		Level 3		Total
Derivative liability - conversion feature of debentures and related warrants	$	-	$	5,460,914	$	-	$	5,460,914
Derivative liability - embedded conversion feature and reset provisions of notes	$	-	$	2,334,421	$	-	$	2,334,421

Note 13 – Subsequent Events

AsSubsequent ~~further described in Note 8~~ to ~~these condensed~~June ~~consolidated~~30, ~~financial statements~~2014, the ~~fair value of the derivative liabilities for the embedded conversion features~~Company ~~of the convertible notes, convertible debentures and related warrants is measured using multinomial lattice models.~~issued:

~~Note~~· 1267,200,325 -shares ~~Supplemental~~of ~~Cash~~its ~~Flow~~common ~~Information~~stock to the holders of certain unsecured convertible promissory notes payable in exchange for $3,360 of notes payable,

~~During~~· ~~the~~270,000,000 ~~nine~~shares ~~months~~of ~~ended~~its ~~September 30,~~common ~~2013,~~stock ~~the~~to ~~Company~~Ironridge ~~had~~Global ~~the~~IV, ~~following~~Ltd. ~~noncash~~in ~~investing~~exchange ~~and~~for ~~financing~~$18,900 ~~activities:~~of debt

· ~~The~~In ~~Company~~August ~~recorded a valuation discount of $1~~2015,~~085,227related~~ to the ~~derivative liabilities of instruments issued. · The~~ Company issued ~~36,942,373~~a ~~shares~~convertible ofnote ~~common~~for ~~stock~~consulting asservices ain ~~result of~~ the ~~conversion~~amount of ~~principal of~~ $~~671~~75,~~100~~000. ~~convertible~~The ~~promissory~~note ~~notes~~is ~~and $5~~unsecured,~~500~~ ofdue ~~related~~on ~~accrued~~June ~~interest.~~1, ~~· The Company issued 513~~2015,~~308~~ ~~shares~~bear ofinterest ~~common~~at ~~stock~~6% toper Laannum, ~~Jolla~~and asmay abe ~~result~~converted ofafter ~~the~~180 ~~conversion~~days of ~~$8,000~~issuance ofat ~~principal~~a ~~of the 4.75~~50% ~~convertible~~discount ~~debenture~~to ~~and~~the ~~common~~price ~~stock purchase~~ of ~~$79,230 under~~ the ~~Equity~~Company’s ~~Investment~~common ~~Agreement.~~stock,

21· In September 2015, the Company issued a note payable in the amount of $15,000. The note is unsecured, due 90 days after issuance, and bear interest at 10% per annum,

· ~~The~~In January 2015, the Company issued 6two convertible notes in the aggregate of $47,~~550~~500. The notes are unsecured,~~000~~ ~~shares~~due in one year, bear interest at 8% per annum, and contain a $9,500 original issue discount. The notes may be converted after 180 days of issuance at a 45% discount to the price of the Company’s common stock toover ~~Ironridge~~a ~~Global~~period IVof trading days, ~~Ltd~~as defined. inThe ~~settlement~~notes contains certain covenants and events of $1default,~~421,595~~ ofand ~~the~~increases ~~liability~~in ~~that~~principal itamount ~~had~~and ~~acquired~~interest ~~from~~rates in the ~~Company’s~~event ~~creditors~~of defaults.

~~· The Company issued 100,000 shares of common stock to the chief executive officer in satisfaction of $25,000 of the liability owed to him by the Company.~~19

·Item ~~The~~2. ~~Company~~Management’s ~~issued~~Discussion ~~1,000,000~~and ~~shares~~Analysis of ~~Series~~Financial ACondition ~~preferred~~and ~~stock~~Results ~~to the chief executive officer in satisfaction~~ of ~~$50,000 of the liability owed to him by the Company.~~Operations

·This InManagement's ~~connection~~Discussion ~~with~~and ~~the~~Analysis of ~~Settlement~~Financial ~~Agreement~~Condition ~~with Mr. Anthony Mason~~ and ~~Black~~Results ~~Cat,~~of ~~the~~Operations ~~Company~~includes ~~transferred~~a tonumber ~~Black~~of ~~Cat~~forward-looking ~~all~~statements ~~title~~that ~~and~~reflect ~~interest~~Management's ~~the~~current views ~~Company~~with ~~owned~~respect into ~~the~~future ~~I-1~~events ~~well,~~and ~~Mustang~~financial ~~Island~~performance. ~~818-L~~You ~~lease~~can ~~and~~identify ~~other~~these ~~assets~~statements ~~acquired~~by ~~from~~forward-looking ~~Black~~words ~~Cat~~such as ~~pursuant~~“may” to“will,” ~~the~~“expect,” ~~Black Cat Agreement~~“anticipate,” ~~which had a carrying value of $1~~“believe,~~055,987,~~” ~~net~~“estimate” and ~~of impairment recognized~~“continue,” ~~and~~or ~~agreed~~similar towords. ~~pay~~Those ~~$125,000~~statements toinclude ~~Mr.~~statements ~~Mason.~~regarding Inthe ~~return~~intent, ~~Black~~belief ~~Cat~~or ~~returned~~current toexpectations of ~~the~~us ~~Company~~and ~~for~~members ~~cancellation~~of ~~90,000~~its ~~shares~~management ofteam ~~the~~as ~~Company’s~~well ~~common~~as ~~stock~~the ~~with~~assumptions aon ~~current~~which ~~value~~such ofstatements ~~$54,000~~are ~~and~~based. ~~released~~Prospective ~~the~~investors ~~Company~~are cautioned ~~from~~that ~~all~~any ofsuch ~~its~~forward-looking ~~claims~~statements ~~having~~are anot ~~recorded~~guarantees ~~value~~ of ~~$1,115,364,~~future ~~which~~performance ~~included~~and ~~the~~involve ~~balance~~risk ofand ~~the $850~~uncertainties,~~000~~ and ~~promissory~~that ~~note,~~actual ~~$95,852~~results ~~accrued~~may ~~interest~~differ ~~and~~materially ~~$169,782~~from ~~unpaid~~those ~~compensation~~contemplated ~~and~~by ~~other~~such ~~miscellaneous~~forward-looking ~~amounts~~statements.

~~During~~Readers are urged to carefully review and consider the ~~nine~~various ~~months~~disclosures ~~ended~~made ~~September~~by us in this report and in our other reports filed with the Securities and Exchange ~~30,~~Commission. ~~2012~~Important factors currently known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the ~~Company~~occurrence ~~had~~of unanticipated events or changes in the ~~following~~future ~~noncash~~operating ~~investing~~results over time. We believe that its assumptions are based upon reasonable data derived from and ~~financing~~known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities: will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

~~— The~~ Company ~~issued 59,237 shares of common stock to Asher as a result of the conversion of $150,000 of principal of 8% convertible promissory notes and $6,000 of related accrued interest.~~Overview

—Worthington ~~The~~Energy, ~~Company~~Inc. ~~issued~~is ~~92,551~~an ~~shares~~oil and gas exploration and production company with assets in Texas and properties in the Gulf of ~~common~~Mexico. ~~stock~~Our toassets ~~GEL~~in asTexas consist of a ~~result~~minority ofworking interest in limited production and drilling prospects in the ~~conversion~~Cooke Ranch area of ~~$241~~La Salle County,~~750~~ ofTexas, ~~principal~~and Jefferson ofCounty, 6%Texas, ~~convertible~~all ~~promissory~~operated ~~notes~~by Bayshore Exploration L.L.C. The Texas asset had limited revenues and $4substantial losses,~~826~~ which we expect for the foreseeable future and are shut in and not producing. In May 2011, we acquired our assets in the Gulf of Mexico ~~related~~referred ~~accrued~~to as Vermilion 179 (“VM 179”) consisting of a leasehold working interest in certain oil and gas leases located offshore from Louisiana, upon which no drilling or production has commenced as of yet.

—In ~~The~~Texas, ~~Company~~we ~~issued~~had ~~7,519~~working ~~shares~~interests ofranging from ~~common~~4% ~~stock~~to 31.75% (net revenue interests ranging from 3% to ~~Prolific~~23.8125%) asin the various wells in which we had participated. In the Gulf of Mexico, we had a ~~result~~70% leasehold working interest, with a net revenue interest of 51.975% of certain oil and gas leases in the ~~conversion~~Vermillion of179 ~~$15~~tract. VM 179 is adjacent to Exxon's VM 164 #A9 well. In May 2014,~~000~~ ofwe ~~principal~~agreed to rescind our interest in VM 179 in exchange for the extinguishment of 6%certain ~~convertible~~debt. ~~promissory~~The ~~notes~~transaction was recorded in May 2014.

—We ~~The~~are ~~Company~~seeking ~~issued~~to ~~3,421~~make ~~shares~~additional ofacquisitions that ~~common~~are ~~stock~~currently producing oil in the United States as a ~~result~~way ofto ~~the~~increase ~~conversion~~our ofcash ~~$25~~flow. Other than as disclosed herein,~~000~~ ofwe ~~principal~~currently do ofnot 8%have ~~convertible~~any ~~promissory~~contracts ~~notes~~or agreements to acquire additional companies and/or ~~$211~~working interests in existing wells, and no assurances can be given that we will identify or acquire such additional acquisitions on terms acceptable to us, if at all. Additional acquisitions will likely require the issuance of ~~related~~equity ~~accrued~~or ~~interest~~debt securities, either directly or indirectly to raise funds for such acquisitions.

— The Company issued 20,000 shares of common stock to La Jolla as a result of the conversion of $5,000 of principal of 4.75% convertible debentures in connection with La Jolla debenture conversion and common stock purchase under the Equity Investment Agreement.Organization

—We ~~The~~were ~~Company~~organized ~~issued~~under 11the laws of the State of Nevada on June 30,~~111~~ ~~shares~~2004 under the name Paxton Energy, Inc. During August 2004, shareholder control of ~~common~~our ~~stock~~company towas transferred, a ~~debenture~~new ~~holder~~board asof directors was elected and new officers were appointed. These officers and directors managed us until March 17, 2010 when a ~~result~~new board of ~~the~~directors ~~conversion~~was ofelected ~~$14~~and new officers were appointed. Effective January 27,~~389~~ of2012, ~~principal~~we ofchanged our ~~convertible~~name ~~debentures~~to Worthington Energy, Inc.

— The Company issued 90,000 shares of common stock and a junior secured promissory note in the amount of $1,075,000 in connection with its acquisition of certain oil and gas properties from Black Cat Exploration & Production LLC.Background

—VM Ironridge Global IV, Ltd. purchased approximately $1.4 million of outstanding liabilities from certain of the Company’s creditors, including notes payable, accrued compensation and interest, and other accounts payable.179

—On ~~The~~May ~~Company~~6, ~~issued~~2011, ~~172~~we acquired a 70% leasehold working interest, with a net revenue interest of 51.975%, of certain oil and gas leases from Montecito Offshore, L.L.C. (Montecito) located in the Vermillion 179 tract in the Gulf of Mexico offshore from Louisiana, for $1,500,000 in cash, a subordinated promissory note in the amount of $500,000, and 30,000 shares of common stock. The toleasehold ~~Ironridge~~interest ~~Global~~was IVcapitalized in the amount of $5,698,563, ~~Ltd.~~representing $2,000,000 in ~~settlement~~cash and promissory note, $3,675,000 for 30,000 shares of ~~approximately~~our common stock based on a closing price of $~~281~~122.50 per share on the closing date,~~348~~ and $23,563 in acquisition costs. In conjunction with the acquisition, we issued $2,550,000 of convertible debentures secured by the ~~liability~~leases. ~~that~~In itDecember ~~had~~2011, ~~acquired~~Montecito ~~from~~filed a lawsuit to rescind the ~~Company’s~~asset sale ~~creditors~~transaction. No drilling or production activities was ever commenced in the Vermillion 179 tract by us.

~~— The Company issued 7,778 shares of common stock to certain officers and directors in satisfaction of $17,500 of the liability owed to them by the Company.~~20

—On ~~The~~May ~~Company~~27, ~~issued~~2014, the parties entered into a ~~convertible~~Joint ~~promissory~~Motion ~~note~~to Dismiss to ~~Haverstock~~close inthe ~~payment~~case ofwhereby ~~deferred~~the ~~financing~~sale ~~costs~~was ~~totaling~~rescinded, the leasehold interests were returned to Montecito, and our secured note payable of $~~295~~500,000 to Montecito and convertible debentures of $2,453,032 ~~which~~were ~~are~~extinguished. ~~recorded~~We inaccounted for the ~~accompanying~~transaction ~~condensed~~as ~~consolidated~~an ~~balance~~exchange ~~sheet~~of the oil and gas asset for the debt and an extinguishment of a debt related derivative liability. We recorded a gain on the recession of $3,915,707 by removing the following balances of assets and liabilities from its books as of May 27, 2014:

The Company paid $13,650 and $15,000 for interest during the nine months ended September 30, 2013 and 2012, respectively.

Assets
Oil and gas properties	$	5,698,563
Total assets rescinded		5,698,563

Liabilities
Accrued interest		1,364,181
Secured note payable		500,000
Convertible debentures		2,453,032
Long-term asset retirement obligation		37,288
Total Liabilities extinguished		4,354,501

Subtotal-loss on exchange of oil and gas properties for debt		(1,344,063	)

Extinguishment of derivative liabilities related to convertible debentures		5,259,769

Gain on recession	$	3,915,707

22Kansas Properties

~~Note~~On 13April –17, ~~Related~~2014, ~~Party~~the ~~Transactions~~Company completed the acquisition of the oil and gas assets of American Dynamic Resources, Inc. (ADR). The assets of ADR consist of multiple non-operating leases in Montgomery, Labette and Wilson Counties in Kansas. The combined leases contain 140 oil wells and 17 gas wells within 3,527 acres, none of which are currently operating. We also acquired ADR's patents related to enhanced oil recovery. The ADR acquisition has been capitalized in the amount of $344,470, representing a $125,000 note payable, $126,000 for the fair value of the issuance of 70,000,000 shares of the Company’s common stock based on the closing price of $0.0018 per share on the closing date, and $93,470, the present value of an abandonment obligations up to the amount of $250,000 assumed by the Company. All capitalized costs of the ADR oil and gas leases, including the estimated future costs to develop proved reserves, will be amortized, on the unit-of-production method using estimates of proved reserves once the wells become operating. At June 30, 2014, there was no production at the ADR oil and gas leases and the capitalized costs of the ADR oil and gas leases at June 30, 2014 were not subject to amortization.

~~Warren~~On ~~Rothouse~~April ~~was~~18, ~~appointed to be a director~~2014, of the Company inpurchased ~~October~~certain ~~2012. Mr.~~assets ~~Rothouse~~from isSunwest ~~Senior Partner of Surety Financial~~ Group, LLC (~~Surety~~Sunwest)~~. Surety has~~ ~~provided~~consisting ~~investor~~of ~~relations~~18 ~~services~~non-operating toleases ~~the Company~~ in ~~recent years. On November 7~~Montgomery, ~~2012, the Company entered into~~Labette aand ~~new~~Wilson ~~agreement~~Counties ~~with~~in ~~Surety~~Kansas. toThe ~~provide~~Sunwest ~~investor~~acquisition ~~relations~~has ~~services~~been ~~for~~capitalized in the ~~fifteen~~amount ~~month~~of ~~period~~$418,471, ~~commencing~~representing ~~December~~a 1$325, ~~2012 and~~000 ~~continuing~~note ~~through February 28~~payable, ~~2014. The~~and ~~agreement provided for monthly payments of~~ $693,~~500 for Surety’s services. In addition~~471, ~~Surety~~the ~~was~~present ~~issued~~value ~~10,000 shares~~ of ~~restricted~~an ~~common~~abandonment ~~stock~~obligations ofup to the ~~Company’s~~amount ~~common~~of ~~stock and warrants to purchase 15~~$250,000 ~~shares~~assumed ofby the Company~~’s common stock~~. ~~The~~ All ~~exercise~~capitalized ~~price~~costs of the ~~warrants~~Sunwest isoil ~~$5.00 per share~~ and ~~the~~gas ~~warrants are~~leases, ~~exercisable~~including ~~on a cashless basis. The term of~~ the ~~warrants~~estimated isfuture ~~three~~costs ~~years. On~~to ~~February~~develop ~~27,~~proved ~~2013~~reserves, ~~the Company~~will ~~amended~~be ~~the November 7~~amortized, ~~2012~~on ~~agreement. Under~~ the ~~amended~~unit-of-production ~~agreement,~~method ~~Surety~~using ~~will~~estimates ~~provide~~of ~~investor~~proved ~~relations~~reserves ~~services for~~once the ~~fifteen~~wells ~~month~~become ~~period~~operating. ~~commencing~~At ~~March~~June 130, 2014, ~~2013~~there ~~and~~was ~~continuing~~no ~~through~~production ~~May~~at ~~31,~~the ~~2014~~Sunwest oil and ~~Surety~~gas ~~will~~leases ~~receive~~and ~~monthly~~the ~~payments of~~capitalized ~~$10,000~~costs ~~for~~of ~~its~~the ~~services.~~Sunwest ~~Compensation~~oil toand ~~Surety~~gas ~~under~~assets ~~the~~at June ~~agreements was $23~~30,~~000~~ ~~for~~2014 ~~the~~were ~~nine~~not ~~months~~subject ~~ended~~to ~~September 30, 2013~~amortization.

~~Effective~~Results ~~January 31, 2013, David Pinkman was appointed to the Board~~ of Directors of the Company. On February 1, 2013, the Company entered into a consulting agreement with Mr. Pinkman. The term of the agreement is for twelve months and provides for monthly compensation of $8,330. As additional compensation, the Company issued 20,000 shares of restricted common stock to Mr. Pinkman and issued him a warrant to acquire 20,000 shares of the Company’s common stock at $2.50 per share. Compensation earned by Mr. Pinkman under the consulting agreement was $16,660 for the nine months ended September 30, 2013.Operations

~~Note~~Comparison 14of -the ~~Subsequent~~Three ~~Events~~and Six months Ended June 30, 2014 and 2013

~~Issuance~~Oil ofand ~~Common~~Gas ~~Stock for Cash~~Revenues

OnOur ~~October~~oil 4,and ~~2013~~gas Larevenue ~~Jolla~~was ~~Cove~~$0 ~~Investors~~for the ~~converted~~three ~~$560~~months ~~under~~and ~~their~~six ~~agreement~~months ~~for~~ended ~~issuance~~June ~~of 1~~30,~~642,667~~ ~~shares~~2014 ofand ~~common~~2013. ~~stock~~The historical level of oil and ~~invested~~gas ~~$5,600~~production ~~for~~has ~~issuance~~not ofbeen ~~4,073~~significant. Because ~~shares~~the level of ~~common~~oil ~~stock~~and gas production has not been significant in the past, we continue to be characterized as an exploration-stage company.

~~Stock split~~21

OnCost ~~October 2, 2013 the Company affected a 1-for-50 reverse common stock split. All references in these condensed consolidated financial statements~~ and ~~related~~Operating notes to numbers of shares of common stock, prices per share of common stock, and weighted average number of shares of common stock outstanding prior to the reverse stock split have been adjusted to reflect the reverse stock splits on a retroactive basis for all periods presented, unless otherwise noted.Expenses

23Our costs and operating expenses were $1,039,720 for the six months ended June 30, 2014, compared to $902,115 for the six months ended June 30, 2013, representing an increase of $137,605 and our costs and operating expenses were $716,153 for the three months ended June 30, 2014, compared to $448,637 for the three months ended June 30, 2012, representing an increase of $267,516. The increase in our costs and operating expenses are primarily a result of increases in general and administrative expenses as well as in share-based compensation charges, as discussed below.

~~Item~~Lease 2.Operating ~~Management~~Expenses ’– Lease soperating ~~Discussion~~expenses were $0 for the three and ~~Analysis~~six ofmonths ~~Financial~~ended ~~Condition~~June 30, 2014 and ~~Results~~2013. Bayshore has ceased to report to us the amounts of ~~Operations~~our respective share of lease operating expenses and the oil wells are shut in and not producing.

~~Company~~Impairment ~~Overview~~ loss on oil and gas properties – During the six months ended June 30, 2013, we recognized an impairment loss of $11,623 on our Mustang Island 818-L lease. As part of a Settlement Agreement, we transferred to Black Cat all of the title and interest that we owned in the Mustang Island 818-L lease well. We have evaluated the accounting effects of the settlement agreement and concluded that impairment in the approximate amount of $11,623 should be recorded, which has been reflected in the accompanying consolidated financial statements as of June 30, 2013.

~~Worthington~~General ~~Energy,~~and ~~Inc. (the~~Administrative ~~“Company”)~~Expense is– anGeneral ~~oil~~ and ~~gas~~administrative ~~exploration~~expense ~~and~~was ~~production~~$1,039,720 ~~company~~for ~~with assets in Texas and recently acquired properties in~~ the ~~Gulf~~six ofmonths ~~Mexico. Our~~ended ~~assets~~June in30, ~~Texas~~2014 ~~consist~~as ofcompared ato ~~minority~~$890,492 ~~working~~for ~~interest in limited production and drilling prospects in~~ the ~~Cooke~~ ~~Ranch~~six ~~area~~months ofended LaJune ~~Salle County~~30, ~~Texas~~2013, ~~and~~representing ~~Jefferson~~an ~~County,~~increase ~~Texas,~~of ~~all operated by Bayshore Exploration L~~$149,228.~~L.C.~~ The ~~Texas~~ ~~asset~~increase ~~had~~in ~~limited~~general ~~revenues~~ and ~~substantial~~administrative ~~losses,~~expense ~~which we expect for~~ during the ~~foreseeable~~six ~~future.~~months Weended ~~have~~June ~~recently determined to expand our operations. In May 2011~~30, we2014 ~~acquired~~is ~~our~~principally ~~assets~~related into ~~the~~increases ~~Gulf~~ of: ~~Mexico~~(1) $470,884 ~~referred~~for tolegal asand ~~Vermilion~~consulting ~~179~~fees; (offset “by VMa ~~179~~decrease ~~” ) consisting~~ of a$198,018 ~~leasehold working interest~~ in ~~certain~~penalties ~~oil~~ and ~~gas~~a ~~leases~~decrease ~~located~~of ~~offshore from Louisiana~~$200, ~~upon~~000 ~~which~~in nostocks ~~drilling~~issued orfor ~~production has commenced as of yet~~services. We ~~recently~~The ~~completed~~increase ~~the~~in ~~acquisition~~consulting services ofrepresents aan ~~10.35%~~increase ~~interest~~ in ~~the~~payments ~~I-1~~related ~~well~~to ~~and~~investor arelations, 2%energy, ~~overriding~~financing, ~~royalty~~and ~~interest~~general (business “services ~~ORRI~~as a ”result )of ina ~~1,400~~general ~~acres~~increased inneed ~~the~~for ~~818-L~~such ~~Mustang~~consulting ~~Island lease~~ services.

InOther ~~Texas,~~Income ~~we have working interests ranging from 4% to 31.75%~~ (~~net revenue interests ranging from 3% to 23.8125%~~Expense) in the various wells in which we have participated. In the Gulf of Mexico, we have a 70% leasehold working interest, with a net revenue interest of 51.975% of certain oil and gas leases in the Vermillion 179 tract. VM 179 is adjacent to Exxon's VM 164 #A9 well.

Change in fair value of derivative liabilities – We ~~are~~issued ~~seeking~~convertible topromissory ~~make~~notes ~~additional~~commencing ~~acquisitions~~in April 2010 which contain a variable conversion ~~that~~price ~~are~~and ~~currently~~anti-dilution ~~producing~~reset ~~oil~~provisions. inIn addition, during the ~~United~~quarter ~~States~~ended June 30, 2011, we issued convertible debentures and warrants that contain price ratchet anti-dilution protection. These embedded conversion features are treated as aembedded ~~way~~derivatives under generally accepted accounting principles and are required to ~~increase~~be ~~our~~accounted ~~cash~~for ~~flow~~at fair value. ~~Other~~ ~~than~~We ashave ~~disclosed~~estimated the fair value of the embedded conversion features of the convertible promissory notes, the ~~herein~~convertible debentures, weand ~~currently~~the dorelated ~~not~~warrants ~~have~~using ~~any~~a ~~contracts~~probability orweighted ~~agreements~~average Black Scholes-Merton pricing model. The fair value of these derivative liabilities was estimated to ~~acquire~~be ~~additional~~$2,287,831 ~~companies~~and $7,908,415 as of June 30, 2014 and~~/or~~ ~~working~~December ~~interests~~31, 2013, respectively. We recognized a gain from the change in ~~existing~~fair value of these derivative liabilities of ~~wells~~$1,117,306 and no$1,402,514 ~~assurances~~for ~~can~~the besix ~~given~~months ~~that~~ended weJune ~~will~~30, ~~identify~~2014 orand ~~acquire~~2013, ~~such~~respectively ~~additional~~and ~~acquisitions~~we onrecognized ~~terms~~$413,924 ~~acceptable~~and $1,238,545 tofor ~~us, if~~the atthree ~~all. Additional~~months ~~acquisitions~~ended ~~will~~June ~~likely~~30, ~~require~~2014 and 2013. For the ~~issuance~~three ofmonths ~~equity~~ended orJune ~~debt~~30, ~~securities~~2014, ~~either~~a ~~directly~~derivative orliability ~~indirectly~~of $5,259,769 related to ~~raise~~convertible ~~funds~~debentures ~~for~~was ~~such~~extinguished ~~acquisitions~~and recorded as part of the gain on recession of oil and gas properties.

~~Organization~~Gain on recession of oil and gas properties – We recognized a gain on the recession of oil and gas properties during the six months ended June 30, 2014 of $3,915,707. As discussed above, on May 27, 2014, we entered into an agreement with Montecito whereby the sale was rescinded, the leasehold interests were returned to Montecito, and our secured note payable of $500,000 to Montecito and convertible debentures of $2,453,032 were extinguished. We accounted for the transaction as an exchange of the oil and gas asset for the debt and an extinguishment of a debt related derivative liability. We recorded a gain on the recession of $3,915,707 by removing the assets and liabilities from its books as of May 27, 2014. There was no such gain during the six months ended June 30, 2013.

WeInterest ~~were~~Expense ~~organized~~– ~~under~~We ~~the~~incurred ~~laws~~interest expense of $173,318 and $308,233 for the ~~State~~ ofsix ~~Nevada~~months onended June 30, ~~2004~~2014 ~~under~~and ~~the name Paxton Energy~~2013, ~~Inc.~~respectively ~~During~~and ~~August~~we ~~2004,~~incurred ~~shareholder~~interest ~~control~~expense of ~~our company was~~$27,411 ~~transferred~~and $143,246 afor ~~new~~the ~~board~~three ofmonths ~~directors~~ended ~~was~~June ~~elected~~30, 2014 and ~~new~~2013, ~~officers were appointed~~respectively. ~~These~~The ~~officers~~decrease ~~and~~in ~~directors~~interest ~~managed~~expense usis ~~until~~primarily due ~~March~~to ~~17,~~the ~~2010~~decrease ~~when~~in athe ~~new~~amount ~~board~~ of ~~directors~~our ~~was~~unsecured ~~elected~~convertible ~~and~~debt ~~new~~in ~~officers~~the ~~were~~six ~~appointed.~~months ~~Effective~~ended ~~January~~June 2730, ~~2012,~~2014 weas ~~changed our~~compared ~~name~~ to ~~Worthington~~June ~~Energy~~30, ~~Inc~~2013.

~~Background~~Financing costs and penalty interest – We incurred financing costs and penalty interest expense of $484,931 and $597,758 for the six months ended June 30, 2014 and 2013, respectively and we incurred financing costs and penalty interest expense of $199,460 and $271,945 for the three months ended June 30, 2014 and 2013, respectively.

~~Black~~Amortization ~~Cat~~of ~~Acquisition~~discount on convertible notes and other debt – We have issued convertible promissory notes and debentures to several individuals or entities, commencing in April 2010. In each case, the notes and debentures have a favorable conversion price in comparison to the market price of our common stock on the date of the issuance of the notes. Additionally, the convertible debentures and certain of the convertible promissory notes contain price ratchet anti-dilution reset provisions. The fair value of these embedded conversion features is measured on the issue date of the notes. Generally, a discount is recorded for these embedded conversion features and amortized over the term of the note or debenture as a non-cash charge to the statement of operations. We have amortized $ 292,337 and $530,829 of discount on convertible notes and debentures for the six months ended June 30, 2014 and 2013, respectively and we have amortized $165,543 and $179,025 of discount on convertible notes and debentures for the three months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, there is $216,172 of recorded, but unamortized, discount on the convertible promissory notes that will be amortized and recorded as a non-cash expense over the remaining terms of the respective notes.

OnAlthough ~~November~~the 1,net ~~2012,~~changes ~~the~~with ~~Company~~respect ~~sold its~~to 2%our ~~overriding~~revenues ~~royalty~~and ~~interest~~our incosts ~~the~~and ~~Mustang~~operating ~~Island~~expenses ~~818-L lease~~ for ~~$500,000. The sale reduced~~ the ~~carrying~~three ~~cost~~and ~~of the~~six ~~lease~~months ~~and~~ended ~~well~~June ~~to $1~~30,~~805,987. Proceeds~~ ~~from~~2014 ~~the~~and ~~sale~~2013, ~~were~~are ~~used~~summarized ~~to reduce~~ above, the ~~principal~~trends ~~balance~~contained oftherein ~~the~~are ~~junior~~limited ~~secured promissory note with Black Cat by $200,000~~ and ~~the~~should ~~remaining~~not ~~$300,000~~be ~~was~~viewed ~~used~~as bya ~~the~~definitive ~~Company~~indication ~~for~~of ~~working~~our ~~capital~~future ~~purposes~~results.

InLiquidity ~~connection with its accounting for the year ended December 31, 2012, the Company evaluated the accounting effects of the Settlement Agreement~~ and ~~concluded~~Capital that estimated impairment in the approximate amount of $750,000 should be recorded as of December 31, 2012 by further reducing the carrying cost of the properties to $1,055,987. In January 2013, the Company accounted for the Settlement Agreement by removing the carrying value of the property; removed the released liabilities for the promissory note in the amount of $850,000; removed current liabilities for amounts owed to Mr. Mason, Black Cat, and others for accrued interest, accrued compensation, lease operating expenses, and other expenses in the aggregate amount of $265,364; recorded the fair value of the common stock returned to the Company for cancelation in the amount of $54,000; recorded a liability to Mr. Mason of $125,000; and recognized additional impairment expense of $11,623.Resources

24From our inception our principal sources of liquidity consisted of proceeds from the sale of unsecured convertible promissory notes and proceeds from the sale of common stock and warrants. During the six months ended June 30, 2014, we received $332,764 and $9,200 from the proceeds from the sale convertible notes and common stock, respectively, and during the six months ended June 30, 2013, we received $260,500 and $144,000 from the proceeds from the sale convertible notes and common stock, respectively.

~~Black~~At ~~Cat~~June ~~Disposition~~30, 2014, we had $265 in cash and we had a working capital deficit of $6,146,936, as compared to a deficit of $14,914,490 as of December 31, 2013. The working capital deficit is principally the result of historical losses with operations and oil and gas property acquisitions financed through trade creditors and through the use of short-term debt. The increase in the working capital deficit for the period ended June 30, 2014, is principally due to new unsecured convertible promissory notes payable issued. In addition, we have total stockholders’ deficiency of $5,552,528 at June 30, 2014 compared to total stockholders’ deficiency of $9,228,482 at December 31, 2013, a decrease in the stockholders’ deficiency of $3,675 954. The decrease in the stockholders’ deficiency for the six months ended June 30, 2014, is principally due to net gain generated by settlement with investors incurred during the year

OnOur ~~January~~operations ~~25,~~used ~~2013,~~net wecash ~~entered~~of ~~into a~~$341,865 ~~settlement~~during ~~agreement and mutual release of claims (~~the ~~“Settlement~~six ~~Agreement”)~~months ~~with~~ended ~~Anthony~~June ~~Mason (“Mason”) and Black Cat Exploration & Productions~~30, ~~LLC (“Black Cat”). Pursuant to the terms of the Settlement Agreement~~2014, wecompared ~~agreed~~ to ~~pay Black Cat and/or Mason~~ $~~125~~403,~~000~~612 inof 10net ~~equal~~cash ~~payments,~~used ~~with~~during the ~~first~~six ~~payment~~months ~~due~~ended ~~March~~June 1130, 2013. ~~and~~Net ~~the~~cash ~~remaining~~used ~~payments every 30 days thereafter until paid~~ in ~~full~~operating ~~(the~~activities ~~“Settlement~~during ~~Payment”). We made a payment of $10,000 on March 20, 2013 but we are currently delinquent, as we did not make~~ the ~~entire~~six ~~first~~months ~~payment~~ended ~~due~~June ~~and we did not make the second payment~~30, ~~which was due on or before April 10~~2014, ~~2013.~~consisted Inof ~~the~~our ~~event~~net ~~that~~gain weof ~~obtain a credit facility in an amount equal to or greater than~~ $3,~~500~~915,~~000~~707, ~~the~~less, ~~full amount~~ amortization of ~~the~~deferred ~~Settlement~~financing ~~Payment~~costs ~~then~~and ~~outstanding~~discount ~~will~~on ~~become~~convertible ~~immediately due and payable. In addition~~notes, ~~we agreed to transfer to Black Cat all title~~ and ~~interest~~depreciation ~~we owned in the I-1 well~~expense, ~~Mustang Island 818-L lease~~ and ~~other~~further ~~assets~~reduced ~~acquired~~by ~~from~~non-cash ~~Black Cat pursuant to the Purchase and Sale Agreement between us and Black Cat, dated~~changes ~~November~~in ~~14,~~working ~~2011~~capital, asplus ~~amended by~~ the ~~First Amendment to Purchase and Sale Agreement dated March 5, 2012 (the “Purchase Agreement”). Furthermore, all production from the I~~non-1cash ~~well,~~gain ~~from~~for the ~~date~~change ~~the well went online (approximately August 30, 2012) was transferred to Black Cat~~ in ~~connection~~fair ~~with~~value ~~the~~of ~~Settlement~~derivative ~~Agreement~~liabilities.

~~Black~~Our ~~Cat~~investing ~~agreed~~activities tothat ~~return~~used ~~to us for cancellation~~cash ~~the 90,000 shares~~ of ~~our~~$0 ~~common stock it received in connection with the Purchase Agreement as well as all studies~~ and ~~engineering information~~$866 ~~related~~during to the VMsix ~~179~~months ~~seismic~~ended ~~acquisition. Further,~~June ~~in connection with the Settlement Agreement~~30, ~~Mason~~2014 ~~agreed to resign as our President, Chief Executive Officer~~ and ~~a Director~~2013.

VMFinancing ~~179~~activities provided $341,964 of cash during the six months ended June 30, 2014, compared to $400,750 during the six months ended June 30, 2013. Cash flows from financing activities during the six months ended June 30, 2014, relate to 1) the receipt of proceeds from the placement of unsecured convertible promissory notes in the amount of $332,764,and 2) proceeds from issuance of common stock and warrants for $9,200 Cash flows from financing activities during the six months ended June 30, 2013, relate to 1) the receipt of proceeds from the placement of unsecured convertible promissory notes in the amount of $260,500, 2) proceeds from issuance of common stock and warrants for $144,000 and 3) payment on principal on note payable of $3,750.

~~The~~We ~~oil~~are currently seeking debt and ~~gas~~equity financing ~~leases~~to ~~are~~fund ~~located~~potential inacquisitions ~~the VM~~and ~~179~~other expenditures, ~~which~~although iswe indo ~~the~~not ~~shallow~~have ~~waters~~any ofcontracts ~~the~~or ~~Gulf~~commitments offor ~~Mexico~~either at ~~offshore~~this ~~from~~time. ~~Louisiana,~~We ~~adjacent~~will have to ~~Exxon's~~raise VMadditional ~~164~~funds ~~#A9~~to ~~well.~~continue Nooperations ~~drilling or~~and, ~~production~~while ~~has~~we ~~commenced~~have asbeen ofsuccessful ~~yet~~in doing so in the past, ~~and~~there can be no assurance that we ~~have~~will ~~the~~be ~~option~~able ofto ~~being~~do so in the ~~operator~~future. atOur VMcontinuation ~~179~~as ora ~~engaging~~going ~~another~~concern ~~party~~is asdependent ~~operator~~upon our ability to obtain necessary additional funds to continue operations and the attainment of profitable operations.

VMWe ~~179~~have ishistorically atfinanced ~~85’~~our ~~water depth approximately~~operations 46 miles offshore Louisiana in the Gulf of Mexico. Virgin Offshore USA acquired the 547 acre lease in May 2004. Much of VM 179 is impacted by a large regional salt dome. Salt domes are geologic features that are commonly associated with the presence of oil and gas reserves in the U.S. Gulf Coast and Gulf of Mexico, and production in the blocks adjacent to VM 179 is largely from the ~~flanks~~issuance of ~~that~~unsecured ~~same~~convertible ~~regional~~promissory ~~salt~~notes ~~dome. Cumulative production from VM Block 178~~payable, ~~to the~~secured ~~east~~notes ofpayable ~~VM 179, totals approximately 56.1 Bcfe~~ and ~~232~~convertible ~~MBoe~~debentures. ~~Cumulative production from VM Block 164, to the north of VM 179, totals approximately 19 MMBoe and 91 Bcfe.~~

WeBelow ~~are~~is ~~proposing~~ a ~~single~~summary ~~well~~of onour VMunsecured ~~179~~convertible topromissory ~~capture~~notes ~~reserves in (i) the Lentic K-2 Sand~~payable, ~~which~~secured isnotes ~~currently~~payable ~~being produced by the Exxon VM Block 164~~ and ~~(ii)~~convertible ~~the~~debentures ~~7400’ Sand,~~at ~~which~~June ~~was encountered by a previously drilled well in the area. Exxon drilled the VM Block 164 #A9ST2~~30, adjacent to our proposed lease line well location, in September 2005, completing the well in the K2 Sand in November 2005. It is believed that the Exxon well will be limited in its capacity to capture all of the reserves in the K-2 Sand because of its structural location in the reservoir, which is below, or “down dip,” of the proposed lease line well in the K-2 Sand.2014:

In December 2011, Montecito filed a lawsuit in the Civil District Court for the Parish of Orleans of the State of Louisiana against the Company by filing a Petition to Rescind Sale. In this action, Montecito is seeking to rescind the asset sale transaction, as described in the previous paragraph. The Company has entered into settlement discussions and has reached a preliminary settlement, but final document remain to be signed as of the date of this Report. Pursuant to the anticipated settlement, the Company will return its leasehold interests in Vermillion 179 to Montecito, and would be released from all liabilities related to a subordinated promissory note due Montecito (see Note 6), Convertible Debentures (see Note 7), and accrued interest thereon, and any related derivative liabilities will be extinguished. The Company currently estimates this will result in a net increase to equity to the Company but there is no assurance that such settlement will be finalized as contemplated by the Company.

	June 30, 2014
	Unpaid		Unamortized		Carrying
	Principal		Discount		Value

Asher Enterprises, Inc.	$	110,160	$	59,273	$	50,887
GEL Properties, LLC		126,280		1,288		124,992
Prolific Group, LLC		77,900		–		77,900
Haverstock Master Fund, LTD and Common Stock, LLC		317,476		–		317,476
Redwood Management LLC		193,115		31,833		161,282
AGS Capital Group		25,000		13,542		11,458
Hanover Holdings		31,500		23,625		7,875
LG Group		70,669		53,625		17,044
Magna Group		10,000		–		10,000
IBC		51,614		32,986		18,629
Charles Volk (related party)		125,000		–		125,000
Various Other Individuals and Entities		73,977		–		73,977
	$	1,212,691	$	216,172	$	996,520

~~D Bar Leasing Agreement~~23

OnAt ~~April~~December 2631, ~~2012~~2013, wethe ~~entered~~unsecured ~~into a Purchase~~convertible ~~and~~promissory ~~Sale~~notes ~~Agreement~~payable ~~(the~~are “Dgenerally ~~Bar~~due ~~Agreement”)~~within ~~with~~one Dyear ~~Bar~~from ~~Leasing Inc. (“D Bar”). Pursuant to~~ the ~~terms~~date of ~~the~~ ~~Agreement,~~issuance atbear ~~closing,~~interest ~~the~~at ~~Company~~rates ~~was~~ranging ~~to purchase~~ from D8% ~~Bar,~~to 12% ~~all rights, title~~ and ~~interest~~are ~~that~~convertible Dinto ~~Bar~~shares ~~owns in certain wells in the State~~ of ~~Texas~~our ~~(the~~common “stock ~~Assets~~at ”discounts )ranging infrom ~~exchange~~30% ~~for~~to $370%. Additionally,~~500,000~~ ~~and~~ the ~~issuance~~notes ofhave ~~50,000 shares of our common~~generally ~~stock. In~~contained ~~addition,~~a Dreset ~~Bar~~provision ~~was~~that toprovides ~~retain~~that aif ~~15%~~the ~~carried~~Company ~~interest~~issues inor ~~the~~sells ~~Assets~~any ~~and~~shares weof ~~shall~~common bestock ~~committed~~for toconsideration ~~spending~~per ~~approximately~~share ~~$1.1~~less ~~million~~than onthe ~~work-over~~conversion ~~operations~~price onof the ~~Assets~~notes, ~~commencing~~then ~~with~~the aconversion ~~nine~~price ~~well~~will ~~work~~be ~~over~~reduced ~~program~~to ofthe ~~proven~~amount ~~behind pipe reserves. As~~ of ~~the~~consideration ~~date~~per share of ~~this Report,~~ the Dstock ~~Bar Agreement has been cancelled~~issuance.

~~Change~~During the six months ended June 30, 2014, the Company issued $376,858 of unsecured convertible promissory notes to various entities and received net proceeds of $332,764. The convertible promissory notes bear interest from 8% to 12% per annum. The principal and unpaid accrued interest are due from six months to twelve months after the issuance date. Most of our unsecured convertible promissory notes payable are in ~~Management~~default at June 30, 2014.

~~Appointment~~Secured ofNotes ~~David~~Payable ~~Pinkman~~outstanding at June 30, 2014:

Effective January 31, 2013, we appointed Mr. David E. T. Pinkman to the board of directors of the Company (the “Board of Directors”) to fill a vacancy created by the resignation of Anthony Mason. Mr. Pinkman is Chief Financial Officer (“CFO”) and a director of Saccharum Energy Corp., a TSX Venture Exchange-listed junior oil and gas exploration company, and has held these positions since October 2009. He is also currently a director of Red Rock Energy Inc., a TSX Venture Exchange-listed junior uranium exploration and oil and gas exploration company, and has held that position since April, 2005. Previously, he was CFO and a director of PanWestern Energy Inc., a listed junior oil and gas company, and served in those roles from November, 2001 to April, 2010. He was also President and a director of Explorator Resources Inc., a CPC company, and held those positions from September 2005 to January, 2007. Prior to that, he was Vice President and a director of Powermax Energy Inc., a TSXV-listed oil and gas issuer, from January 2002 until September, 2005. He was also a director of Renewable Power & Light Plc., an AIM-listed independent power production company, from June 2006 to October 2007. From January 2001 to November 2001, Mr. Pinkman was Vice President, International, of Maxim Power Corp. (formerly Jupiter Power International Inc.) (TSXV listed). He was executive Chairman and a director of Jupiter Power International Inc. prior thereto and from August 1993 until December 2000.

June 30, 2014

Unpaid

Unamortized

Carrying

Principal

Discount

Value

Montecito Offshore, LLC

–

Bridge Loan Settlement Note

–

What Happened LLC

–

La Jolla Cove Investors, Inc.

83,040

–

83,040

ADR Acquisition Note

125,000

–

125,000

Sunwest Group LLC

325,000

–

325,000

533,040

–

533,040

25The secured notes payable are generally secured with oil and gas properties, bear interest at rates ranging from 4.75% to 9% and some are convertible into shares of our common stock at discount of 93%. The secured note payable to La Jolla Cove Investors was in default at June 30, 2014. Subsequent to June 30, 2014, the secured notes payable for the ADR Acquisition Note and Sunwest Group LLC, which were due August 15, 2014 and October 14, 2014, respectively, were not paid at maturity and are currently in default.

~~Mr.~~Critical ~~Pinkman~~Accounting was a partner at the law firm Pinkman, McArdle, Barristers and Solicitors from 1991 until December 2000. Called to the bar in 1985, as a lawyer he has practiced primarily in the areas of corporate and securities law. He has served on the boards of a number of public and private companies carrying on business in the resource and other industries. In addition, Mr. Pinkman has served on the boards of a variety of local volunteer organizations, and continues to serve as a director and Vice-President of Wild Rose Motocross Association, a non-profit association registered under the Societies Act (RSA 1980, as amended). Mr. Pinkman obtained a BA degree from the University of Calgary in 1980, and an LLB degree from the University of British Columbia in 1984.Policies

~~There~~We ~~are~~have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no ~~arrangements~~need orfor ~~understandings~~management's judgment ~~between~~in Mrtheir application. ~~Pinkman~~The impact and any ~~other~~associated ~~person~~risks ~~pursuant~~related to ~~which~~these hepolicies ~~was~~on ~~selected~~our tobusiness ~~serve~~operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the ~~Board.~~application ~~There~~of ~~are~~these noand ~~relationships~~other ~~between~~accounting policies, Mrsee the Notes to the December 31, 2013 Financial Statements. ~~Pinkman~~Note ~~and~~that our preparation of the ~~Company~~financial statements requires us to make estimates and assumptions that ~~would~~affect ~~require~~the reported amount of assets and liabilities, disclosure ~~under~~of ~~Item~~contingent ~~404(a)~~assets and liabilities at the date of ~~Regulation~~our ~~S-K~~financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

~~Reappointment~~Stock-based ~~of Charles Volk~~Compensation

~~Effective~~We ~~January~~calculate ~~31,~~the ~~2013~~fair value of all share-based payments to employees and non-employee directors, ~~we reappointed~~including grants of stock options and stock awards and amortize Mrthese fair values to share-based compensation in the statement of operations over the respective vesting periods of the underlying awards. ~~Charles~~Share-based Fcompensation related to stock options is computed using the Black-Scholes option pricing model. ~~Volk~~We asestimate the ~~Company’s~~fair ~~Chief~~value ~~Executive~~of ~~Officer~~stock ~~“(CEO”)~~option awards using assumptions about volatility, expected life of the awards, risk-free interest rate, and ~~President~~dividend yield rate. MrThe expected volatility in this model is based on the historical volatility of our common stock. ~~Volk~~The ~~currently~~risk-free ~~serves~~interest rate is based on the U.S. Treasury constant maturities rate for the expected life of the related options. The expected life of the options granted is equal to the average of the vesting period and the term of the option, as allowed for under the ~~Company~~simplified method prescribed by Staff Accounting Bulletin 107. The expected dividend rate takes into account the absence of any historical payments and management’s ~~Chairman~~intention to retain all earnings for future operations and expansion. We estimate the fair value of restricted stock awards based upon the closing ~~Board~~market price of ~~Directors~~our common stock at the date of grant. We charge the fair value of non-restricted awards to share-based compensation upon grant.

Mr. Volk has been our Chairman of the Board of Directors since March 2010. Mr. Volk has been the Chairman of Bermuda Segregated Funds, Ltd. an open end Mutual Fund in Bermuda since March 2008. Mr. Volk has also served as the Chairman and President of Osage Energy Corporation from 2004 to 2007, as the Managing Director of Cyril Petrochemical Corporation, as the Managing Director of Norman Capital, Inc. from 1992 to 1997, as a business development consultant to Asset Growth Partners, Inc. from 1991 to 1992, as President of Gold Circle Mines, Inc. from 1983 to 1991, and as General Partner of Oil & Gas Partnerships from 1981 to 1993. In addition, Mr. Volk participated in the management and marketing of Esilux Corporation, an international marketer and distributor of specialized industrial safety systems. Mr. Volk received his B.S. degree in Business Administration from the Menlo School of Business Administration in Menlo Park, CA in 1981.24

~~Designation~~We account for equity instruments issued in exchange for the receipt of ~~Preferred~~goods ~~Stock~~or services from other than employees and non-employee directors in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. The fair value of the equity instrument is charged directly to share-based compensation expense and credited to paid-in capital.

OnConvertible ~~April~~Debt 10, 2013, the Board of Directors approved a Certificate of Designation to the Company’s Articles of Incorporation (the “Certificate of Designation”), specifying the rights, privileges, preferences, and ~~restrictions~~Derivative ~~of the Series A Preferred Stock. On April 17, 2013, the Company filed the Certificate of Designation with the Secretary of State of Nevada designating one million shares of Series A Preferred Stock.~~Accounting

~~The~~For ~~Series~~convertible ~~A Preferred~~debt ~~Stock~~that is issued ~~shall~~with beembedded conversion features, we perform an allocation of the proceeds of the convertible note between the principal amount of the note and ~~for~~the ~~every~~fair ~~share~~value of ~~Series~~the Aembedded ~~Preferred~~conversion ~~Stock~~feature. ~~converted,~~The fair value of the ~~holder~~embedded ~~shall~~conversion befeature is ~~entitled~~recorded as a discount to ~~receive~~the ~~one~~principal ~~(1) share~~amount of the ~~Company’s~~note, ~~common~~but ~~stock.~~not ~~Shares~~in excess of ~~Series~~the Aprincipal ~~Preferred~~amount ~~Stock~~of ~~shall~~the benote. ~~entitled~~The discount tois ~~voting~~amortized ~~rights~~over ~~with~~the ~~respect~~period from the issuance date to the maturity date or the date of conversion, whichever occurs ~~any~~earlier, ~~vote~~as a non-cash charge to bethe ~~held~~statement byof operations. Upon the ~~holders~~issuance of the ~~Company’s~~note, ~~Common~~an ~~Stock.~~assessment ~~Every~~is ~~share~~made of the ~~Series~~embedded Aconversion ~~Preferred~~feature ~~Stock~~to ~~shall~~determine whether the embedded conversion feature should be ~~entitled~~accounted for as equity or toliability. ~~750~~In ~~votes~~the case of a variable conversion price or anti-dilution reset provisions, the features are accounted for ~~each~~as ~~share~~a derivative liability and carried at fair value on the balance sheet. The fair value of ~~common~~the ~~stock~~derivative ~~that~~liability is remeasured each ~~share~~reporting ofperiod ~~Series~~and Athe ~~Preferred~~change ~~Stock~~in isfair ~~convertible~~value ~~into~~to recorded in the statement of operations.

~~Issuance~~For convertible debentures and various warrants which contain price ratchet anti-dilution protection, we have determined that the convertible debentures and warrants are subject to derivative liability treatment and are required to be accounted for at their fair value. We estimated the fair value of ~~Preferred~~the ~~Stock~~price ratchet anti-dilution protection of the convertible debentures and the warrants using a probability weighted average Black-Scholes-Merton pricing model. Accordingly, the fair value of the price ratchet anti-dilution protection of the convertible debentures and warrants is affected by our stock price on the date of issuance as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the debentures and warrants. Expected volatility is based primarily on the historical volatility of other comparable oil and gas companies.

OnWe ~~April~~evaluate ~~10,~~our ~~2013,~~financial ~~the~~instruments ~~Company’s~~to ~~Board~~determine ofif ~~Directors~~such ~~authorized~~instruments ~~the~~are ~~sale~~derivatives ~~and~~or ~~issuance~~contain offeatures ~~one~~that ~~million~~qualify ~~shares~~as ofembedded ~~Series~~derivatives. AFor ~~Preferred~~derivative ~~Stock~~financial instruments tothat ~~Charles~~are ~~Volk~~accounted for as liabilities, the ~~Company’s~~derivative instrument is initially recorded at its fair value and is then ~~chief~~re-valued ~~executive~~at ~~officer~~each reporting date, with changes in ~~exchange~~the ~~for~~fair value reported in the ~~conversion~~statements of ~~$50~~operations. For stock-based derivative financial instruments,~~000~~ ofthe ~~accrued~~Company ~~salary~~uses ~~owing~~a probability weighted average Black-Scholes-Merton pricing model to ~~Mr.~~value ~~Volk~~the derivative instruments. ~~Subsequently~~ The classification of derivative instruments, including whether such instruments should be recorded as liabilities onor ~~April~~as 17equity, ~~2013,~~is evaluated at the ~~Company~~end ~~sold~~of ~~one~~each ~~million~~reporting ~~shares~~period. Derivative ofinstrument ~~Series~~liabilities Aare ~~Preferred~~classified ~~Stock~~in tothe ~~Mr.~~balance sheet ~~Volk~~as current or non-current based on ~~the~~whether ~~terms~~or ~~authorized~~not bynet-cash settlement of the ~~board~~derivative instrument could be required within 12 months of ~~directors~~the balance sheet date.

~~Amendments~~Revenue ~~to Articles of Incorporation~~Recognition

~~On April 17~~Historically, ~~2013,~~all ~~the~~revenues ~~Company~~have ~~filed~~been aderived ~~Certificate~~from the sale of ~~Amendment~~produced tocrude ~~its~~oil ~~Articles~~and ofnatural ~~Incorporation~~gas. ~~(the~~Revenue ~~“First~~and ~~Amendment”)~~related toproduction ~~increase~~taxes ~~the~~and ~~authorized~~lease ~~shares of~~operating ~~common~~expenses ~~stock~~are recorded ~~from~~in ~~500~~the ~~million~~month tothe ~~1.49~~product ~~billion. The~~is ~~increase~~delivered ofto ~~authorized~~the ~~shares~~purchaser. ~~was~~Typically, ~~approved~~payment byfor the ~~Board~~revenue, net of ~~Directors~~related taxes onand ~~April~~lease 17operating expenses, ~~2013~~is ~~and~~received byfrom ~~stockholders~~the ~~holding~~operator ~~a majority~~ of the ~~voting~~well ~~rights~~approximately of45 ~~the~~days ~~Common~~after ~~Stock~~the month of ~~the Company~~delivery.

OnIncome May 8, 2013, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Second Amendment” and, together with the First Amendment, the “Amendments”) to increase the authorized common stock from 1.49 billion to 2.49 billion. The increase of authorized shares was approved by the Board of Directors on April 17, 2013 and by stockholders holding a majority of the voting rights of the Common Stock of the Company.Taxes

OnProvisions ~~June~~for ~~24,~~income ~~2013,~~taxes ~~the~~are ~~Company~~based ~~filed~~on taxes apayable ~~Certificate of~~or ~~Amendment~~refundable toand ~~its~~deferred ~~Articles~~taxes. ofDeferred ~~Incorporation~~taxes (are provided on differences between the ~~“Third~~tax ~~Amendment”~~bases of assets and, ~~together~~liabilities ~~with~~and their reported amounts in the ~~First~~financial statements and ~~Second~~tax ~~Amendment,~~operating loss carryforwards. Deferred tax ~~the~~assets ~~“Amendments”)~~and toliabilities ~~increase~~are included in the ~~authorized~~ ~~common~~financial ~~stock~~statements ~~from~~at ~~2.49~~currently ~~billion~~enacted toincome ~~6.49~~tax ~~billion.~~rates ~~The~~applicable ~~increase~~to ofthe ~~authorized~~period ~~shares~~in ~~was~~which ~~approved by~~ the ~~Board~~deferred oftax ~~Directors~~assets onand ~~June~~liabilities ~~25,~~are ~~2013~~expected ~~and~~to bybe ~~stockholders~~realized ~~holding~~or asettled. ~~majority~~As ofchanges ~~the~~in ~~voting~~tax ~~rights~~laws ofor ~~the~~rates are ~~Common~~enacted, ~~Stock~~deferred oftax assets and liabilities are adjusted through the ~~Company~~provision for income taxes.

~~Issuance~~Impairment of ~~Common~~Long-Lived ~~Stock and Warrants for Cash~~Assets

OnLong-lived ~~April 5~~assets, ~~2013~~including oil and gas properties, are reviewed for impairment whenever events or changes in circumstances indicate that the ~~Company~~carrying ~~entered~~value ~~into~~of an asset may not be recoverable. Recoverability is measured by a ~~Common~~comparison ~~Stock~~of ~~Purchase~~the carrying amount of an asset or asset group ~~Agreements~~to ~~with~~estimated afuture ~~trust~~undiscounted ~~and~~net ~~sold~~cash ~~41,600~~flows ~~shares~~of the related asset or group of ~~common~~assets ~~stock~~over attheir $0remaining lives.87 ~~per~~If the ~~share~~carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. ~~Proceeds~~ ~~from~~Impairment of long-lived assets is assessed at the ~~sale~~lowest ~~were~~levels ~~$36~~for which there are identifiable cash flows that are independent of other groups of assets. The impairment of long-lived assets requires judgments and estimates. If circumstances change,~~000~~ such estimates could also change.

2625

OnRecent ~~July~~Accounting 19, 2013, the Company entered into a Common Stock Purchase Agreements with a trust and sold 500,000 shares of common stock at $0.01 per share and a three year warrant to purchase 500,000 shares of common stock at a strike price of $0.025 per share. Proceeds from the sale were $5,000.Pronouncements

~~Results~~See Recent Accounting Pronouncements in Note 1 of ~~Operations~~the Company’s June 30, 2014 Condensed Consolidated Financial Statements.

~~Comparison of the three and nine months ended September 30, 2013 and 2012~~Inflation

~~Oil~~We ~~and~~do ~~Gas~~not ~~Revenues~~believe that inflation has had a material effect on our Company’s results of operations.

~~Our~~Off ~~oil~~Balance ~~and~~Sheet gas revenue was $0 for the nine months ended September 30, 2013, and for the nine months ended September 30, 2012 and our oil and gas revenue was $0 for the three months ended September 30, 2013, and for the three months ended September 30, 2012 Bayshore has ceased to report to us the amounts of our respective share in oil and gas revenues and we understand that the oil wells are shut in and not producing. The historical level of oil and gas production has not been significant. Because the level of oil and gas production has not been significant in the past, we continue to be characterized as an exploration-stage company.Arrangements

~~Cost~~We ~~and~~have ~~Operating~~no ~~Expenses~~off-balance sheet arrangements.

Our costs and operating expenses were $1,111,392 for the nine months ended September 30, 2013, compared to $1,732,185 for the nine months ended September 30, 2012, representing a decrease of $620,793 and our costs and operating expenses were $209,277 for the three months ended September 30, 2013, compared to $494,865 for the nine months ended September 30, 2012, representing a decrease of $285,588. The decrease in our costs and operating expenses are primarily a result of decreases in general and administrative expenses as well as in share-based compensation charges, as discussed below.

Lease Operating Expenses – Lease operating expenses were $0 for the three and nine months ended September 30, 2013, and $3,583 for the three and nine months ended September 30, 2012. Bayshore has ceased to report to us the amounts of our respective share of lease operating expenses and we understand that the oil wells are shut in and not producing.

General and Administrative Expense – General and administrative expense was $1,015,555 for the nine months ended September 30, 2013, as compared to $1,449,866 for the nine months ended September 30, 2012, representing a decrease of $434,311, and general and administrative expense was $209,277 for the three months ended September 30, 2013, as compared to $402,457 for the three months ended September 30, 2012, representing a decrease of $40,691. The decrease in general and administrative expense during the nine months ended September 30, 2013, is principally related to decreases of: (1) $68,818 for consulting services; (2) $33,731 for legal services; (3) $73,455 for outside services; and (4) $179,932 in salaries and wages; offset by a writeoff of an earnest deposit of $100,000 during the nine months ended September 30, 2013. The reduction in consulting services represents a decrease in payments related to investor relations, energy, financing, and general business services as a result of a general decreased need for such consulting services. The decrease in legal services principally relates to approximately $65,000 of costs incurred in 2012 in connection with the debt settlement with Ironridge Global IV, Ltd. (“Ironridge”) for the payment of Ironridge’s legal costs as well as payment of certain noteholder’s claimed legal costs when their notes were settled through Ironridge. The decrease in the costs of outside services principally relates to the decreased use temporary office personnel.

Share-Based Compensation – We have entered into various transactions that have resulted in the recording of share-based compensation during the nine months ended September 30, 2013 and 2012. Share-based compensation for the three and nine months ended September 30, 2013 was $0 and 84,214, respectively.

Although the net changes with respect to our revenues and our costs and operating expenses for the nine months ended September 30, 2013 and 2012, are summarized above, the trends contained therein are limited and should not be viewed as a definitive indication of our future results.

Other Income (Expense)

Change in fair value of derivative liabilities – As more fully discussed in Notes 5, 6 and 8 to the accompanying condensed consolidated financial statements, we issued convertible promissory notes commencing in April 2010 which contain a variable conversion price and anti-dilution reset provisions. In addition, as more fully discussed in Notes 7, 8 and 10 to the accompanying condensed consolidated financial statements, during the quarter ended June 30, 2011, we issued convertible debentures and warrants that contain price ratchet anti-dilution protection. These embedded conversion features are treated as embedded derivatives under generally accepted accounting principles and are required to be accounted for at fair value. We have estimated the fair value of the embedded conversion features of the convertible promissory notes, the convertible debentures, and the related warrants using multinomial lattice models. The fair value of these derivative liabilities was estimated to be $7,663,411 and $7,795,335 as of September 30, 2013 and December 31, 2012, respectively. We recognized a gain (loss) from the change in fair value of these derivative liabilities of $(185,515) and $1,216,999 for the three and nine months ended September 30, 2013, respectively, and a loss from the change in fair value of these derivative liabilities of $3,094,402and $3,162,483 for the three and nine months ended September 30, 2012, respectively.

Interest Expense – We incurred interest expense of $142,968 and $451,201 for the three and nine months ended September 30, 2013, respectively, as compared to $215,643 and $628,819 for the three and nine months ended September 30, 2012, respectively representing a decrease of $104,943 and $113,934. The decrease in interest expense is primarily due to the decrease in the amount of our unsecured convertible debt through September 30, 2013 as compared to September 30, 2012.

Amortization of discount on convertible notes and other debt – As more fully discussed in Notes 5, 6, 7 and 8 to the accompanying condensed consolidated financial statements, we have issued convertible promissory notes and debentures to several individuals or entities, commencing in April 2010. In each case, the notes and debentures have a favorable conversion price in comparison to the market price of our common stock on the date of the issuance of the notes. Additionally, the convertible debentures and certain of the convertible promissory notes contain price ratchet anti-dilution reset provisions. The fair value of these embedded conversion features is measured on the issue date of the notes. Generally, a discount is recorded for these embedded conversion features and amortized over the term of the note or debenture as a non-cash charge to the statement of operations. We have amortized $212,969 and $1,341,556 of discount on convertible notes and debentures for the three and nine months ended September 30, 2013, respectively, compared to $25,000 and $224,451for the three nine months ended September 30, 2012. As of September 30, 2013, there is $262,705 of recorded, but unamortized, discount on the convertible promissory notes that will be amortized and recorded as a non-cash expense over the remaining terms of the respective notes.

Amortization of deferred financing costs – In connection with the sale of convertible debentures and warrants, we 1) incurred a placement fee with our placement agent of $356,000, 2) issued five-year warrants to our placement agent to acquire 34,000 shares of common stock, and 3) paid $50,000 for legal services. We determined the fair value of the warrants was $125,688. Total deferred financing costs recorded for the issuance of convertible debentures was $531,688. These deferred financing costs were amortized over the one year term of the debentures using the effective interest method. We amortized deferred financing costs in the amount of $370,000 and $3,002,567 for the nine months ended September 30, 2013 and 2012, respectively, and $0 and $470,322 for the three months ended September 30, 2013 and 2012, respectively.

Liquidity and Capital Resources

During the year ended December 31, 2012, and the nine months ended September 30, 2013, our principal sources of liquidity consisted of proceeds from the sale of unsecured convertible promissory notes, common stock and warrants. During the year ended December 31, 2012, and the nine months ended September 30, 2013, our sources of capital resources were 1) the issuance of unsecured convertible promissory notes totaling an aggregate of $1,148,500, 2) the private placement of common stock and warrants in the aggregate amount of $75,000, 3) the issuance of a bridge loan note of $250,000, 4) the issuance of a secured convertible debenture of $100,000, 5) the issuance of a secured promissory note of $100,000, 6) proceeds from the issuance of common stock under an equity investment agreement of $169,000, and 7) the issuance of unsecured promissory notes for $175,000. At September 30, 2013, we had $4 in cash. At September 30, 2013, we had a working capital deficit of $13,953,034, as compared to a deficit of $15,800,966 as of December 31, 2012. The working capital deficit is principally the result of historical losses with operations and oil and gas property acquisitions financed through trade creditors and through the use of short-term debt. The decrease in the working capital deficit for the nine months ended September 30, 2013, is principally due to 1) the issuance of new short-term debt, 2) net decrease in debt discounts, 3) increases in accounts payable and accrued liabilities, 4) decrease in payable to Ironridge from issuance of common stock, 5) less debt conversions, 6) net liabilities released under the settlement agreement with Black Cat, and 7) decrease in current assets. In addition, we have total stockholders’ deficit of $8,165,535 at September 30, 2013, compared to total stockholders’ deficit of $8,484,524 at December 31, 2012, a decrease in the stockholders’ deficit of $318,989. The decrease in the stockholders’ deficit for the nine months ended September 30, 2013, is principally due to 1) aggregate amount of debt, accrued interest, and derivative liability converted into stockholders’ equity by the issuance of common stock related to debt conversions; 2) the reduction of the payable to Ironridge Global IV, Ltd. that was converted into stockholders’ equity through the issuance of common stock; and 3) less the amount of our net loss of $2,057,150.

Our operations used net cash of $417,945 during the nine months ended September 30, 2013, compared to $944,941 of net cash used during the nine months ended September 30, 2012. Net cash used in operating activities during the nine months ended September 30, 2013, consisted of our net loss of $2,057,150, less non-cash expenses for the impairment loss on oil and gas properties, share-based compensation, amortization of deferred financing costs and discount on convertible notes, and depreciation expense, and further reduced by non-cash changes in working capital, plus the non-cash gain for the change in fair value of derivative liabilities.

We had minimal investing activities that used cash during the nine months ended September 30, 2013, compared to cash used in investing activity of $318,746 for the nine months ended September 30, 2012. Investing activities during the nine months ended September 30, 2012 included cash paid totaling $214,425 toward the acquisition of oil and gas properties from Black Cat, a deposit of $100,000 and the purchase of office equipment with a total cost of $4,321.

Financing activities provided $410,750 of cash during the nine months ended September 30, 2013, compared to $1,275,668 during the nine months ended September 30, 2012. Cash flows from financing activities during the nine months ended September 30, 2013, relate to 1) the receipt of proceeds from the placement of unsecured convertible promissory notes in the amount of $260,500 and 2) proceeds from issuance of common stock and warrants for $144,000. Cash flows from financing activities during the nine months ended September 30, 2012, relate to 1) the receipt of proceeds from the placement of unsecured convertible promissory notes in the amount of $1,150,668 and 2) proceeds of $250,000 from the issuance of a bridge loan promissory note.

We are currently seeking debt and equity financing to fund potential acquisitions and other expenditures, although we do not have any contracts or commitments for either at this time. We will have to raise additional funds to continue operations and, while we have been successful in doing so in the past, there can be no assurance that we will be able to do so in the future. Our continuation as a going concern is dependent upon our ability to obtain necessary additional funds to continue operations and the attainment of profitable operations. We hope that working capital will become available via financing activities currently contemplated with regards to VM 179. In January 2013, we received a preliminary commitment letter from an interested funding group for an $8,500,000 secured loan. The proposed term of the loan is $3,500,000 initially and the balance to be drawn down within 90 days thereafter. The loan would have a three year repayment schedule based on a 48 month amortization, with an annual interest rate of 14.95%. The lender would be entitled to overriding intrests in all oil and gas production and certain other customary fees and expenses. The loan is subject to final approval of the lender’s credit committee and numerous conditions to closing, including, among others, additional equity from farm-in partners or other shareholders and a third-party review and verification of the reserves. We can provide no assurances that this loan will be completed or that we can obtain other working capital on terms acceptable to us, if at all.

May 2011 Private Placement

In May 2011, we completed a financing which generated aggregate gross cash proceeds of $2,550,000 through the sale of the convertible secured debentures and common stock purchase warrants. The convertible debentures matured in May 2012 and bear interest at 9% per annum and are convertible at the holder’s option at any time into common stock at the original conversion price of $75.00 per share. The convertible debentures will automatically be redeemed with a 30% premium upon a Change of Control or Listing Event (each as defined in the Note). Interest on the convertible debentures is payable quarterly in arrears in cash. The convertible debentures contain price ratchet anti-dilution protection. In addition the conversion price shall be adjusted if the conversion price of securities in a subsequent offering by us is adjusted pursuant to a make good provision. The shares of common stock issuable upon conversion of the convertible debentures are entitled to piggyback registration rights. As of May 20, 2013, debentures totaling $70,424 and accrued interest totaling $71,965 have been converted into common stock.

As of May 20, 2013, all of the outstanding debentures have matured. We are in default under the convertible debentures because we have not (i) repaid the debentures in the aggregate principal face amount of $2,479,576 or (ii) made the interest payments that were due starting on July 1, 2011, and continuing through the maturity dates. As of September 30, 2013, the total interest that was due is $1,010,271 with interest continuing to accrue at the default interest rate of 18% per annum. Furthermore, as a result of stock issuances between February 2012 and May 2013, the conversion price of the debentures has been reset to $0.02 per share, which would result in the issuance of approximately 130,000,000 shares of common stock upon conversion of the principal amount, not including accrued interest. We currently do not have a sufficient number of authorized but unissued shares of common stock available for issuance upon conversion of these debentures.

The common stock purchase warrants are exercisable for a period of five years at an original exercise price of $3.00 per share. The warrants contain price ratchet anti-dilution protection. The warrants are exercisable on a cashless basis because there is not an effective registration statement registering for resale the shares issuable upon exercise of the warrants. The shares of common stock issuable upon exercise of the warrants are entitled to piggyback registration rights. As a result of share issuances between February 2012 and May 2013, the exercise price of the warrants has been reset to $0.02 per share.

Pursuant to the convertible debentures and related warrants, no holder may convert or exercise such holder’s debenture or warrant if such conversion or exercise would result in the holder beneficially owning in excess of 4.99% of our then issued and outstanding common stock. A holder may, however, increase or decrease this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing the Company with 61 days’ notice that such holder wishes to increase or decrease this limitation.

Pursuant to the security agreement, between ourselves and the investors, we granted the investors a first priority lien on all assets acquired from Montecito pursuant to the Montecito Agreement.

Montecito Promissory Note

On May 6, 2011, in connection with our acquisition of certain assets from Montecito Offshore LLC (“Montecito”), we issued Montecito a subordinated promissory note in the amount of $500,000. The subordinated promissory note is subordinated to the secured convertible notes we issued in the private placement that closed on May 5, 2011. The Montecito Note was due in August 2011 and accrued interest at the rate of 9% per annum until maturity and continues to accrues interest at the highest legal rate allowed since maturity since the Montecito Note is in default for failure to pay principal and interest when due.

GEL Properties Financing

On July 24, 2012, we entered into an agreement with GEL pursuant to which we issued GEL five convertible notes. The first note, due July 24, 2013 in the principal amount of $100,000 (the “GEL I Note”), was issued in exchange for $100,000. Between February 8, 2013, and May 20, 2013, GEL has converted all of the GEL I Note into common stock.

The second note, due July 24, 2013, in the principal amount of $75,000 (the “GEL II Note”), was issued in exchange for a promissory note from GEL also in the amount of $75,000 (the “GEL II Payment Note”). The third note, due July 24, 2013, in the principal amount of $75,000 (the “GEL III Note”), was issued in exchange for a promissory note from GEL also in the amount of $75,000 (the “GEL III Payment Note”). The fourth note, due July 24, 2013, in the principal amount of $75,000 (the “GEL IV Note”), was issued in exchange for a promissory note from GEL also in the amount of $75,000 (the “GEL IV Payment Note”). The fifth note, due July 24, 2013, in the principal amount of $75,000 (the “GEL V Note”), was issued in exchange for a promissory note from GEL also in the amount of $75,000 (the “GEL V Payment Note”).

The GEL II Payment Note was due on March 24, 2013, and was repaid in full on February 28, 2013.

The GEL III Payment Note was due on April 24, 2013, and was extended to August 24, 2013 because we did not meet the current information requirements pursuant to Rule 144 on April 24, 2013. The GEL III Payment Note is secured by a $75,000 debt obligation owed to GEL by Silver Dragon Resources, Inc. Commencing on February 28, 2013, payments totaling $45,000 have been received on the GEL III Payment Note, leaving a balance of $30,000 at May 20, 2013.

The GEL IV Payment Note was due on May 24, 2013, and was extended to September 24, 2013 because we did not meet the current information requirements pursuant to Rule 144 on May 24, 2013. The GEL IV Payment Note is secured by a $75,000 debt obligation owed to GEL by Savwatt usa, Inc.

The GEL V Payment Note is due on June 24, 2013, or October 24, 2013 in the event that we do not meet the current information requirements pursuant to Rule 144 on June 24, 2013. The GEL V Payment Note is secured by a $75,000 debt obligation owed to GEL by Savwatt usa, Inc.

On September 5, 2012, we entered into an agreement with GEL, pursuant to which we issued GEL two additional convertible notes. The first note, due September 5, 2013 in the principal amount of $50,000 (the “GEL VI Note”), was issued in exchange for $50,000. The second note, due September 5, 2013 in the principal amount of $50,000 (the “GEL VII Note”), was issued in exchange for a promissory note from GEL in the amount of $50,000 (the “GEL VII Payment Note”).

The GEL VII Payment Note is due on June 5, 2013, unless we do not meet the current information requirements pursuant to Rule 144, at which time the note will come due at the time that we meet the current information requirements. The GEL VII Payment Note is secured by the $50,000 GEL VII Note, and such collateral can be exchanged by GEL for other collateral.

Interest on the notes with accrues at the rate of 6% per annum and must be paid in shares of our common stock at the conversion price. We are not required to make any payments on the notes with GEL until maturity. We have the ability to repay the notes to GEL at any time at 150% of the unpaid principal amount upon five days prior written notice to the Investor.

GEL may convert the outstanding principal on the notes into shares of our common stock at a conversion price per share equal to seventy percent (70%) of the lowest closing bid price of the common stock during the five trading days immediately preceding and including the date of conversion, subject to a floor conversion price of $0.001 per share.

As of May 20, 2013, the notes payable to GEL remain outstanding in the amounts disclosed above.

Asher Financings

On September 13, 2012, October 19, 2012, and February 27, 2013, we entered into securities purchase agreements with Asher Enterprises, Inc., an accredited investor (“Asher”), providing for the sale by us to Asher of 8% convertible debentures in the aggregate principal amount of $128,000 (the “Asher Debentures”). The outstanding balance on the Asher Debentures is $87,500 as of May 20, 2013.

The Asher Debentures mature on June 19, 2013, July 23, 2013, and December 1, 2013, respectively, (the “Asher Maturity Dates”) and bear interest at the annual rate of 8%. We are not required to make any payments until the Asher Maturity Dates.

Asher is permitted to convert, starting on the 180th day following issuance of such Asher Debenture, the outstanding principal and accrued interest on such Asher Debenture into shares of our common stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the common stock during the 10 trading days immediately preceding the conversion date.

Asher agreed to restrict its ability to convert the Asher Debentures and receive shares of common stock such that the number of shares of common stock held by Asher in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of our common stock.

Prolific Group, LLC

On September 27, 2012 and February 28, 2013, we entered into agreements with Prolific Group, LLC, an accredited investor (“Prolific”), pursuant to which we issued Prolific convertible notes in the aggregate principal amount of $45,000. Interest on these notes accrues at the rate of 6% per annum and must be paid in shares of our common stock at the conversion price. The convertible notes with Prolific mature on September 27, 2013 and February 28, 2014, respectively. We are not required to make any payments on these notes until maturity. We have the ability to repay this note at any time at 150% of the unpaid principal amount upon five days prior written notice to Prolific. Prolific may convert the outstanding principal on the note into shares of our common stock at a conversion price per share equal to seventy percent (70%) of the lowest closing bid price of the common stock during the five trading days immediately preceding and including the date of conversion, subject to a floor conversion price of $.005 per share. The outstanding balance on these notes with Prolific is $44,750 as of May 20, 2013.

Hanover Holdings I, LLC

In November and December 2012, the Company received proceeds pursuant to two unsecured convertible promissory notes to Hanover Holdings I, LLC (“Hanover”), an unaffiliated entity. Proceeds from the convertible promissory note were $25,500. The convertible promissory notes bear interest at 12% per annum. The principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default. The first note is convertible until maturity at a variable conversion price equal to 55% of the lowest daily volume weighted average price of the Company’s common stock in the three days prior to the date of the conversion notice. The second note is convertible until maturity at a variable conversion price equal to 57% of the lowest trading price from the ten trading days prior to the date of the conversion notice. During the nine months ended September 30, 2013, the Company received notices of conversion of the entire note of $25,500, which was converted into 8,408,177 shares of common stock, or a weighted-average conversion price of $0.003 per share. This variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be valued at fair value. The fair value of these embedded conversion features is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $23,716 for the nine months ended September 30, 2013. The carrying amount of these convertible promissory notes is $0 at September 30, 2013. The carrying amount of these convertible promissory notes is $1,783 at December 31, 2012, representing their unconverted face amount of $25,500 less the unamortized discount of $23,717.

Magna Group, LLC

In December 2012, Magna Group, LLC purchased the rights to $40,000 of principal of a secured bridge loan note held by a noteholder of the Company and these acquired rights were restated such that the note held by Magna bears interest at 12% per annum and the principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default. The note is convertible until maturity at a variable conversion price equal to 55% of the lowest daily volume weighted average price of the Company’s common stock in the three days prior to the date of the conversion notice. During the nine months ended September 30, 2013, the Company received notices of conversion of the entire note of $40,000, which was converted into 107,881 shares of common stock, or a weighted-average conversion price of $0.37 per share. This variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be valued at fair value. The fair value of these embedded conversion features is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $37,808 for the nine months ended September 30, 2013.

What Happened LLC

On April 19, 2012, we issued a secured promissory note in the principal face amount of $100,000 (the “Secured Note”) in exchange for $100,000 from What Happened LLC, an accredited investor (“WH LLC”). Pursuant to a deed of trust, security agreement and financing statement covering as extracted collateral, we granted WH LLC a security interest in all of our prospective 6% working interest in the Alvey Lease. We agreed to repay $125,000 on June 18, 2012, plus interest at the rate of 11% per annum. The Secured Note was not repaid by the due date and is in default.

In lieu of repayment in cash, WH LLC had the option of converting the obligation represented by the Secured Note into a 3.75% carried working interest in the Alvey Lease, which WH LLC was required to advise us of whether it intended to exercise such option on or prior to the maturity of the Secured Note. On February 28, 2013, WH LLC sold $50,000 of this note to Prolific and $37,500 of the secured promissory note to GEL, and on May 8, 2013 WH LLC sold $25,000 of this note to Magna Group, LLC (“Magna”), leaving a balance of $12,500 which is also expected to be sold. The notes sold to Prolific and GEL were amended to accrue interest at 6% per annum, to mature on February 28, 2014, and to be convertible at a conversion price per share equal to seventy percent (70%) of the lowest closing bid price of the common stock during the five trading days immediately preceding and including the date of conversion. The note sold to Magna was amended to accrue interest at 12% per annum, to mature on May 8, 2014, and to be convertible at a conversion price per share equal to fifty percent (50%) of the lowest daily volume weighted average price of the common stock during the three days prior to the date of conversion. Magna has converted $15,000 of the note that it acquired, leaving a balance of $10,000 as of May 20, 2013.

Al Kau Financing

On February 25, 2013, we entered into a purchase agreement with Al Kau, an existing investor in our company, pursuant to which we sold Mr. Kau (i) 50,000 shares of common stock and (ii) a warrant to purchase 50,000 shares of common stock for $25,000. The warrants are exercisable for three years from the date of issuance at an exercise price of $0.25 per share.

Aaron Shrira Financing

On February 25, 2013, we entered into a purchase agreement with Aaron Shrira, an existing investor in our company, pursuant to which we sold Mr. Shrira (i) 50,000 shares of common stock and (ii) a warrant to purchase 50,000 shares of common stock for $25,000. The warrants are exercisable for three years from the date of issuance at an exercise price of $2.50 per share.

Sanjay Kapoor - Settlement Agreement and Mutual Release of Claims

On December 12, 2012, the Company, Sanjay Kapoor and the SAM Group entered into a Settlement Agreement and Mutual Release of Claims in order to settle any and all claims that may have existed between the parties in connection with a secured debt financing entered into on March 6, 2012. In connection with this settlement agreement, we issued an unsecured promissory note in the amount of $40,000 to settle unpaid accrued interest, certain legal costs, and other unspecified amounts. The note bears interest at 6% per annum and is due on or before June 12, 2013. Additionally, we issued a warrant to acquire 20,000 shares of our common stock, exercisable until December 12, 2013. The exercise price of the warrant is $5.00 through June 12, 2013, $0.15 from June 13, 2013 through September 12, 2013, and $10.00 from September 13, 2013 through December 12, 2013.

La Jolla Cove Investors, Inc.

We entered into a Securities Purchase Agreement (the “SPA”) with La Jolla Cove Investors, Inc. (“La Jolla”) dated as of April 30, 2012 (the “Closing Date”). Pursuant to the SPA, we issued La Jolla a Convertible Debenture in the amount of $200,000 (the “Convertible Debenture”) and an Equity Investment Agreement (the “Equity Investment Agreement”) in exchange for $100,000 in cash and a Secured Promissory Note (the “Promissory Note”) from La Jolla in the amount of $100,000 which is due on demand by the Company at any time after April 30, 2013.

Pursuant to the Convertible Debenture, we agreed to pay La Jolla the principal sum of $200,000 (subject to adjustment as provided in the Convertible Debenture) on April 30, 2014 or such earlier date as required by the Convertible Debenture. Interest on the outstanding Convertible Debenture accrues at a rate of 4.75% per annum. The number of shares issuable upon conversion of the Convertible Debenture is equal to the dollar amount being converted, divided by the quotient of the Conversion Price divided by 10, plus the dollar amount of the Convertible Debenture being converted divided by the Conversion Price. The Conversion Price is defined as equal to the lesser of (i) $4.50 or (ii) 75% of the three lowest volume weighted average prices (“VWAPs”) during the 21 days prior to the date of the conversion notice submitted by La Jolla. If on the date La Jolla delivers a conversion notice, the applicable conversion is below $10.0.0 (the “Floor Price”), the Company shall have the right exercisable within two business days after the Company’s receipt of the Conversion Notice to prepay that portion of the Convertible Debenture that La Jolla elected to convert. Any such prepayment shall be made in an amount equal to 120% of the sum of (i) the principal amount to be converted as specified in the applicable conversion notice plus (ii) any accrued and unpaid interest on any such principal amount.

Among the conditions that constitute an event of default is the situation where the average volume weighted average price per share of the Company’s common stock for any period of three consecutive trading days during the term of the Convertible Debenture is less than $0.10 per share. This condition initially occurred in early June 2012 and has continued since that date. On June 14, 2012, La Jolla notified the Company of the event of default and that it was accelerating the repayment of the Convertible Debenture (net of the $100,000 note receivable), repayment premium, and accrued interest in the aggregate amount of $120,586. However, in July 2012, La Jolla withdrew its notification. But, since an event of default has occurred, and has not been cured by the Company or the requirement has not been waived by La Jolla, the Convertible Debenture continues to be callable by La Jolla. As such, the Convertible Debenture is classified among the current liabilities of the Company and is presented net of the $100,000 note receivable.

Pursuant to the Equity Investment Agreement, La Jolla has the right from time to time during the term of the agreement to purchase up to $2,000,000 of our Common Stock in accordance with the terms of the agreement. Beginning October 27, 2012 and for each month thereafter, La Jolla shall purchase from the Company at least $100,000 of common stock, at a price per share equal to 125% of the VWAP on the Closing Date, provided, however, that La Jolla shall not be required to purchase common stock if (i) the VWAP for the five consecutive trading days prior to the payment date is equal to or less than $10.00 per share or (ii) an event of default has occurred under the SPA, the Convertible Debenture or the Equity Investment Agreement. Pursuant to the Equity Investment Agreement, La Jolla has the right to purchase, at any time and in any amount, at La Jolla’s option, common stock from the Company at a price per share equal to 125% of the VWAP on the Closing Date.

During the nine months ended September 30, 2013, La Jolla sent the Company notices of conversion of $8,000 of the Convertible Debenture and notices of purchase of $84,000 under the Equity Investment Agreement. Pursuant to these notifications, the Company issued 514,908 shares of common stock at a weighted average price of $0.179 per share.

Claudell and Nancy LeBlanc Financing

On July 31, 2012, we issued a promissory note to Claudell and Nancy LeBlanc (the “LeBlancs”) in exchange for proceeds of $100,000. The promissory note was due on or before October 31, 2012 by payment of $115,000, including interest of $15,000 for the three month term. As of September 30, 2013, this note has not been paid and is in default. In addition, we issued the LeBlancs a common stock purchase warrant to purchase 2,000 shares of common stock (the “LeBlanc Warrant”). The LeBlanc Warrant has an exercise price of $5.00 per share of common stock and will be exercisable for a period of three years from issuance. The LeBlanc Warrant can be exercised on a cashless basis.

Haverstock Equity Facility Agreement

On June 22, 2012, we entered into a committed equity facility agreement (the “Equity Facility”) with Haverstock Master Fund, Ltd. (“Haverstock”), pursuant to which Haverstock has committed to purchasing up to 150,000 million of shares of our common stock, at our request, in accordance with the Equity Facility. We will need to file and obtain effectiveness of a registration statement registering shares of common stock available for sale to Haverstock pursuant to the Equity Facility. We intend to begin the registration statement process shortly. After the registration statement is declared effective, we are allowed to deliver to Haverstock, once every five trading days, an advance request, which shall be the greater of (i) $100,000, or (ii) the lower of (A) the average of the daily value of our stock traded for the five trading days prior to the delivery of the advance request, or (B) the average of the daily value of our stock traded for the 30 trading days prior to the delivery of the advance request.

On the sixth trading day after delivery of an advance notice, we are required to deliver to Haverstock such number of shares of common stock equal to the amount of the advance notice, divided by 90% of the lowest daily volume weighted average price of our common stock during the five trading days following the delivery of the advance request and Haverstock will deliver us the amount of the advance request.

Upon execution of an Equity Facility with Haverstock in June 2012, the Company issued Haverstock a convertible note in the principal amount of $295,000 for payment of an implementation fee of $250,000, legal fees of $35,000, and due diligence fees of $10,000. In July 2012, the Company received proceeds of $75,000 from Common Stock, LLC pursuant to a convertible note. These convertible notes matured on March 22, 2013 and are in default. The notes bear interest at the rate of 8% per annum. These noteholders are permitted, at any time after 180 days from the issue dates, to convert the outstanding principal into common stock at a conversion price per share equal to 50% of the average of the three lowest daily intraday trading prices of the common stock during the ten trading days immediately preceding the conversion date. The noteholders agreed to restrict their ability to convert the notes and receive shares of our common stock such that the number of shares of common stock held by the noteholder and its affiliates after such conversion does not exceed 4.99% of the then issued and outstanding shares of the Company’s common stock. During the nine months ended September 30, 2013, the Company received a notice of conversion from Haverstock of $54,196 of its convertible note, which was converted into 3,634,856 shares of common stock, or $0.015 per share. The variable conversion price constitutes an embedded derivative under generally accepted accounting principles and is required to be valued at fair value. The fair value of these embedded conversion features is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $107,591 for the nine months ended September 30, 2013. The carrying amount of these convertible promissory notes was $289,906 at September 30, 2013, representing their unconverted face amount. The carrying amount of these convertible promissory notes is $236,511 at December 31, 2012, representing their unconverted face amount of $344,102 less the unamortized discount of $107,591.

Common Stock, LLC Financing

On June 22, 2012, we entered into a subscription agreement with Common Stock, LLC, an accredited investor (“CS LLC”), providing for the sale by us to CS LLC of an 8% convertible note in the principal amount of $75,000 (the “CS Note”) and providing for a second funding of $35,000 upon the filing of a registration statement on Form S-1 in accordance with the terms and conditions of the Equity Facility by and between us and Haverstock. Proceeds from the CS Note were received by us in July 2012. The CS Note bears interest at the annual rate of 8% and matured on March 22, 2013. Accordingly, the note is in default.

CS LLC is permitted to convert the outstanding principal and accrued interest on the CS Note into common stock at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest intraday trading prices of the common stock during the 10 trading days immediately preceding the conversion date. CS LLC has converted $4,574 of the convertible debenture into common stock, resulting in a balance of $70,426 at May 20, 2013.

CS LLC agreed to restrict its ability to convert the CS Note and receive shares of our common stock such that the number of shares of common stock held by CS LLC in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of our common stock.

Ronald W. Moeckel Financing

On August 9, 2012, we issued a promissory note to Ronald W. Moeckel (“Moeckel”) in exchange for proceeds of $25,000. The promissory note was due on or before November 9, 2012 by payment of $28,750, including interest of $3,750 for the three month term. The note was sold to Magna and was amended to accrue interest at 12% per annum, to mature on May 8, 2014, and to be convertible at a conversion price per share equal to fifty percent (50%) of the lowest daily volume weighted average price of the common stock during the three days prior to the date of conversion.

In addition, we issued Moeckel a common stock purchase warrant to purchase 25,000 shares of common stock (the “Moeckel Warrant”). The Moeckel Warrant has an exercise price of $0.10 per share of common stock and will be exercisable until October 9, 2015. The Moeckel Warrant can be exercised on a cashless basis.

Stephen K. and Nancy B. Rush Financing

On October 8, 2012, we issued a promissory note to Stephen K. and Nancy B. Rush (the “Rushes”) in exchange for proceeds of $50,000. The promissory note was due on or before January 7, 2013 by payment of $62,500, including interest of $12,500 for the three month term. As of May 20, 2013, this note has not been paid and is in default. In addition, we issued the Rushes a common stock purchase warrant to purchase 1,000 shares of common stock (the “Rush Warrant”). The Rush Warrant has an exercise price of $0.10 per share of common stock and will be exercisable until October 8, 2015. The Rush Warrant can be exercised on a cashless basis.

Ironridge Debt Settlement

In March 2012, we entered into an Order resolving a lawsuit with Ironridge relating to $1,388,407 in Accounts Payable that Ironridge purchased from various creditors of ours. The Order provided for the issuance by us of 20,300 shares of common stock as the Initial Shares to Ironridge in settlement of the Accounts Payable. The Order also provides for an adjustment in the total number of shares which may be issuable to Ironridge based on a Calculation Period for the transaction, defined as that number of consecutive trading days following the Issuance Date required for aggregate trading volume of our common stock to exceed $4.2 million. Pursuant to the Order, Ironridge will retain 100,000 shares of our common stock as a fee, plus $1,388,407 with an aggregate value equal to (a) the sum of the Accounts Payable plus reasonable attorney fees through the end of the Calculation Period, (b) divided by 70% of the VWAP of the common stock over the length of the Calculation Period, as reported by Bloomberg, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the Calculation Period. In connection with preparing the Annual Report for the year ended December 31, 2012, we determined that the Calculation Period ended during the three months ended December 31, 2012 and calculated that the Final Amount to be issued under the Order is 856,291 shares of common stock. As of April 5, 2013, we had issued all of the shares that we believe were due under the Order. However, between April 9, 2013 and May 6, 2013, the Company authorized the issuance of an additional 1,206,209 shares of the Company’s common stock to Ironridge. Management believes the requests delivered to the Company by Ironridge were in error and resulted in an issuance of common stock in excess of the Company’s obligation under the Order. The Company has had initial discussions with Ironridge regarding the return of the additional shares that were issued in error, but Ironridge has refused. We and Ironridge have different interpretations regarding several provisions of the Order used to determine the number of shares issuable. At this time, we are considering all our available legal and equitable options in this matter.

Pursuant to the Order, for every 8,400 shares of our common stock that trade during the “Calculation Period”, or if at any time during the Calculation Period a daily VWAP is below 90% of the closing price on the day before the Issuance Date, we were to immediately issue additional shares (each, an "Additional Issuance"). At the end of the Calculation Period, (a) if the sum of the Initial Shares and any Additional Issuance is less than the Final Amount, we were to issue additional shares to Ironridge, up to the Final Amount, and (b) if the sum of the Initial Shares and any Additional Issuance is greater than the Final Amount, Ironridge was to promptly return any remaining shares to us and our transfer agent for cancellation. However, the Order provides that under no circumstances shall we issue to Ironridge a number of shares of common stock in connection with the settlement of claims which, when aggregated with all shares of common stock then owned or beneficially owned or controlled by Ironridge and its affiliates, at any one time exceed 9.99% of the total number of shares of our common stock then issued and outstanding.

The total issuances of 6,764,500 have been accounted for as 1) the issuance of 2,000 shares for fees in connection with the settlement transaction and 2) the issuance of 6,762,500 shares as part of the Final Amount and issued in settlement of the fair value of the liability to Ironridge Global IV, Ltd. The fee shares were valued at the closing price of the Company’s common stock of $0.40 per share on March 22, 2012, or $40,000, and recorded as share-based compensation for services. The issuance of 6,762,500 shares in settlement of the fair value of the liability to Ironridge Global IV, Ltd. has been accounted for as the reduction of a proportionate amount of the calculated fair value of the original liability to Ironridge, or $1,395,251 through December 31, 2012 and $1,897,184 through September 30, 2013. Accordingly, the amount of the liability to Ironridge reported in the accompanying condensed consolidated balance sheet is $1,489,623 at December 31, 2012 and $68,028 at September 30, 2013.

JMJ Financial

On June 12, 2013, the Company issued an unsecured convertible promissory notes to JMJ Financial (JMJ), an unaffiliated entity. The convertible promissory bear no interest for the first 90 days, but contains a 10% original issue discount. The principal and unpaid accrued interest are generally due approximately one year after the issuance date. In general, the notes are convertible until maturity at a variable conversion price equal to 60% of the average of the lowest two trading prices in the 20 trading days prior to conversion. This variable conversion price and the anti-dilution reset provision constitute an embedded derivative under generally accepted accounting principles and are required to be valued at fair value. The fair value of these embedded conversion features is recorded as discounts to the carrying amount of the convertible promissory notes. In the event the fair value of the embedded conversion feature exceeds the face amount of the note, the excess is amortized immediately as interest expense. The remaining discounts are amortized over the period from the issuance dates to the maturity dates or to the conversion dates, whichever is earlier. The Company recognized interest expense from the amortization of the discounts in the amount of $20,328 for the nine months ended September 30, 2013. The carrying amount of these convertible promissory notes was $7,466 at September 30, 2013, representing their unconverted face amount of $25,000 less the unamortized discount of $17,534.

Charles Volk (Related Party)

On June 4, 2013, the Company issued an unsecured convertible promissory notes to Charles Volk, the Company’s CEO, (“Volk”). The convertible promissory bear at 10% per annum and contains a $25,000 original issue discount. The convertible note was issued in exchange for $100,000 of accrued compensation due to Volk. The principal and unpaid accrued interest due one year after the issuance date. The notes are convertible at a variable conversion price equal to 50% of the current market price of the Company’s common stock. In addition, the conversion price also included an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the convertible promissory note.

In addition to the issuance of the convertible note, in the same transaction, the Company issued to Volk a warrant to purchase 1,250,000 shares of the Company’s common stock at $0.05 per share. The fair value of the warrant at the date of issuance was $37,116 and is considered a discount to the note.

Tomer Tal

On June 4, 2013, the Company issued an unsecured convertible promissory notes to Tomer Tal (“Tal”). The convertible promissory bear at 10% per annum and contains a $10,000 original issue discount. The convertible note was issued in exchange for $40,000 of accounts payable due to Tal. The principal and unpaid accrued interest due one year after the issuance date. The notes are convertible at a variable conversion price equal to 50% of the current market price of the Company’s common stock. In addition, the conversion price also included an anti-dilution provision that allows for the automatic reset of the conversion price upon any future sale of the Company’s common stock, warrants, options, convertible debt or any other equity-linked securities at an issuance, exercise or conversion price below the current conversion price of the convertible promissory note.

In addition to the issuance of the convertible note, in the same transaction, the Company issued to Tal a warrant to purchase 500,000 shares of the Company’s common stock at $0.05 per share. The fair value of the warrant at the date of issuance was $14,846 and is considered a discount to the note.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the Notes to the December 31, 2012 Financial Statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Stock-based Compensation

We calculate the fair value of all share-based payments to employees and non-employee directors, including grants of stock options and stock awards and amortize these fair values to share-based compensation in the statement of operations over the respective vesting periods of the underlying awards. Share-based compensation related to stock options is computed using the Black-Scholes option pricing model. We estimate the fair value of stock option awards using assumptions about volatility, expected life of the awards, risk-free interest rate, and dividend yield rate. The expected volatility in this model is based on the historical volatility of our common stock. The risk-free interest rate is based on the U.S. Treasury constant maturities rate for the expected life of the related options. The expected life of the options granted is equal to the average of the vesting period and the term of the option, as allowed for under the simplified method prescribed by Staff Accounting Bulletin 107. The expected dividend rate takes into account the absence of any historical payments and management’s intention to retain all earnings for future operations and expansion. We estimate the fair value of restricted stock awards based upon the closing market price of our common stock at the date of grant. We charge the fair value of non-restricted awards to share-based compensation upon grant.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees and non-employee directors in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. The fair value of the equity instrument is charged directly to share-based compensation expense and credited to paid-in capital.

Convertible Debt and Derivative Accounting

For convertible debt that is issued with embedded conversion features, we perform an allocation of the proceeds of the convertible note between the principal amount of the note and the fair value of the embedded conversion feature. The fair value of the embedded conversion feature is recorded as a discount to the principal amount of the note, but not in excess of the principal amount of the note. The discount is amortized over the period from the issuance date to the maturity date or the date of conversion, whichever occurs earlier, as a non-cash charge to the statement of operations. Upon the issuance of the note, an assessment is made of the embedded conversion feature to determine whether the embedded conversion feature should be accounted for as equity or liability. In the case of a variable conversion price or anti-dilution reset provisions, the features are accounted for as a derivative liability and carried at fair value on the balance sheet. The fair value of the derivative liability is remeasured each reporting period and the change in fair value to recorded in the statement of operations.

For convertible debentures and various warrants which contain price ratchet anti-dilution protection, we have determined that the convertible debentures and warrants are subject to derivative liability treatment and are required to be accounted for at their fair value. We estimated the fair value of the price ratchet anti-dilution protection of the convertible debentures and the warrants using multinomial lattice models. Accordingly, the fair value of the price ratchet anti-dilution protection of the convertible debentures and warrants as determined using the lattice models is affected by our stock price on the date of issuance as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the debentures and warrants, actual and projected redemptions and conversion price resets. Expected volatility is based primarily on the historical volatility of other comparable oil and gas companies.

Revenue Recognition

Historically, all revenues have been derived from the sale of produced crude oil and natural gas. Revenue and related production taxes and lease operating expenses are recorded in the month the product is delivered to the purchaser. Typically, payment for the revenue, net of related taxes and lease operating expenses, is received from the operator of the well approximately 45 days after the month of delivery. Accounts receivable are stated at the amount management expects to collect. Management provides for probable uncollectible amounts through a charge to earnings and a credit to an allowance based on its assessment of the collectability of the receivable.

Income Taxes

Provisions for income taxes are based on taxes payable or refundable and deferred taxes. Deferred taxes are provided on differences between the tax bases of assets and liabilities and their reported amounts in the financial statements and tax operating loss carryforwards. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

Impairment of Long-Lived Assets

Long-lived assets, including oil and gas properties, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset or asset group to estimated future undiscounted net cash flows of the related asset or group of assets over their remaining lives. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets. The impairment of long-lived assets requires judgments and estimates. If circumstances change, such estimates could also change.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

36Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weaknesses described below, as of June 30, 2014, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

~~Based~~a) onWe did not have sufficient personnel in our ~~evaluation~~accounting and financial reporting functions. As a result, ~~our~~we ~~Chief~~were ~~Executive~~not ~~Officer~~able to achieve adequate segregation of duties and ~~Chief Financial~~were ~~Officer~~not ~~concluded~~able ~~that~~to provide for adequate review of the financial statements. This control deficiency, aswhich is pervasive in nature, results in a ~~result~~reasonable possibility that material misstatements of the ~~material~~financial ~~weaknesses~~statements ~~described~~will ~~below,~~not asbe prevented or detected on a timely basis; b) We did not maintain sufficient personnel with an appropriate level of ~~September~~technical 30accounting knowledge, ~~2013~~experience, and training in the application of U.S. generally accepted accounting principles (“U.S. GAAP”) commensurate with our ~~disclosure controls~~complexity and ~~procedures~~our ~~are~~financial ~~not~~accounting ~~designed~~and atreporting arequirements. ~~reasonable~~This ~~assurance~~control ~~level~~deficiency ~~and~~is ~~are~~pervasive ~~ineffective~~in tonature. ~~provide~~Further, there is a reasonable ~~assurance~~possibility that ~~information~~ wematerial ~~are~~misstatements ~~required~~of tothe ~~disclose~~financial instatements ~~reports~~including ~~that~~disclosures wewill ~~file~~not be prevented or ~~submit~~detected ~~under~~on ~~the~~a ~~Exchange~~timely ~~Act~~basis isas ~~recorded,~~a ~~processed,~~result; ~~summarized~~c) We lack a system to administratively review, ~~and~~ ~~reported~~audit ~~within~~or verify the ~~time~~reporting ~~periods~~of ~~specified~~revenues and expenditures in ~~SEC~~connection ~~rules~~with the oil and ~~forms~~gas properties on which we conduct activities. Similarly, we have not obtained units of production or similar third-party purchaser confirmation of the details of our oil and ~~that~~gas ~~such~~production. ~~information~~There is ~~accumulated~~a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis without the ability to independently review and ~~communicated~~ verify the results of our revenue and expenses related to our ~~management~~operations, ~~including~~and ~~our~~d) ~~Chief~~We ~~Executive~~lack ~~Officer~~a system to review agreements that are executed and ~~Chief~~actions ~~Financial~~taken ~~Officer,~~by asthe ~~appropriate,~~Company to ~~allow~~determine ~~timely~~if ~~decisions regarding~~such ~~required~~events ~~disclosure~~trigger obligations with the Securities and Exchange Commission to disclose such events on a Current Report on Form 8-K. ~~The~~There ~~material~~have ~~weaknesses,~~been ~~which~~numerous ~~relate~~instances of events that have occurred that were required to ~~internal~~be ~~control~~filed ~~over~~on ~~financial~~a ~~reporting,~~Form 8-K that were ~~identified~~ either not timely reported on a Form 8-K or were reported as part of our annual report on Form 10-K or quarterly reports on Form 10-Q. Many of these events are: not determined until our outside legal and accounting personnel are involved in the preparation and review of the annual or quarterly reports.

a) We did not have sufficient personnel in our accounting and financial reporting functions. As a result, we were not able to achieve adequate segregation of duties and were not able to provide for adequate review of the financial statements. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis;26

b) We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of U.S. generally accepted accounting principles (“U.S. GAAP”) commensurate with our complexity and our financial accounting and reporting requirements. This control deficiency is pervasive in nature. Further, there is a reasonable possibility that material misstatements of the financial statements including disclosures will not be prevented or detected on a timely basis as a result;

c) We lack a system to administratively review, audit or verify the reporting by Bayshore of revenues and expenditures in connection with the oil and gas properties on which we conduct activities. Similarly, we have not obtained units of production or similar third-party purchaser confirmation of the details of our oil and gas production. There is a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis without the ability to independently review and verify the results of our revenue and expenses related to our operations, and

d) We lack a system to review agreements that are executed and actions taken by the Company to determine if such events trigger obligations with the Securities and Exchange Commission to disclose such events on a Current Report on Form 8-K. There have been numerous instances of events that have occurred that were required to be filed on a Form 8-K that were either not timely reported on a Form 8-K or were reported as part of our annual report on Form 10-K or quarterly reports on Form 10-Q. Many of these events are not determined until our outside legal and accounting personnel are involved in the preparation and review of the annual or quarterly reports.

The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, and management does not believe that the material weaknesses had any effect on the accuracy of our financial statements for the current reporting period.

We are committed to improving our financial organization. As part of this commitment, we will create a segregation of duties consistent with control objectives and will look to increase our personnel resources and technical accounting expertise within the accounting function by the end of fiscal ~~2013~~2014 to resolve non-routine or complex accounting matters. In addition, when funds are available to us, which we expect to occur by the end of fiscal ~~2013~~2014, we will take the following action to enhance our internal controls: Hiring additional knowledgeable personnel with technical accounting expertise to further support our current accounting personnel, which management estimates will cost approximately $75,000 per annum. We have in the past, and will continue to engage outside consultants in the future as necessary in order to ensure proper treatment of non-routine or complex accounting matters.

Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weaknesses: (A) lack of sufficient personnel in our accounting and financial reporting functions to achieve adequate segregation of duties; and (B) insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of U.S. GAAP commensurate with our complexity and our financial accounting and reporting requirements.

Management believes that the hiring of additional personnel who have the technical expertise and knowledge with the non-routine or technical issues we have encountered in the past will result in both proper recording of these transactions and a much more knowledgeable finance department as a whole. Due to the fact that our accounting staff consists of a Chief Financial Officer working with other members of management, additional personnel will also ensure the proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support us if personnel turnover issues within the department occur. We believe this will greatly decrease any control and procedure issues we may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in internal controls over financial reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2013~~2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as disclosed below, we are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Montecito Offshore Litigation

On or about December 5, 2011, ~~Montecito~~ Montecito Offshore, LLC filed a lawsuit in the Civil District Court for the Parish of Orleans of the State of Louisiana against the Company by filing a Petition to Rescind Sale. The case is Montecito Offshore, LLC v. Paxton Energy, Inc. and Paxacq, Inc., Case No. 2011-12640 . In this action, the plaintiff ~~seeks~~sought to rescind the asset sale transaction, whereby Montecito sold us interests in certain oil and gas leases in exchange for a $500,000 promissory note and 1 30,~~500,~~000 shares of the Company’s common stock. The Company ~~has~~ filed a motion to dismiss the case on the grounds that plaintiff’s petition states no cause of action for contractual rescission of the asset sale transaction. In conjunction with the acquisition, the Company issued $2,550,000 of convertible debentures secured by mortgages.

~~The~~In ~~Company~~May ~~has~~2014, ~~entered~~the debt holders cancelled the outstanding mortgages and UCC-1’s along with recording the documents conveying the various interests into ~~settlement~~the public ~~discussions~~records and ~~has~~on ~~reached~~May 27, 2014, the parties entered into a ~~preliminary~~Joint ~~settlement~~Motion to Dismiss to close the case whereby the sale was rescinded, the ~~but~~leasehold ~~final~~interests ~~document~~were ~~remain~~returned to beMontecito, ~~signed~~and asour secured note payable of ~~the~~$500,000 ~~date~~to Montecito and convertible debentures of ~~this~~$2,453,032 ~~Report~~were extinguished.

~~Black Cat Settlement Agreement~~27

On January 25, 2013, the Company entered into a Settlement Agreement with Mr. Anthony Mason and Black Cat. Pursuant to the terms of the Settlement Agreement, the Company agreed to pay Black Cat and/or Mr. Mason $125,000 in 10 equal payments, with the first payment due March 11, 2013 and the remaining payments every 30 days thereafter until paid in full. The Company has paid $10,000 to Mr. Mason resulting in a remaining liability of $115,000 at September 30, 2013. In the event that the Company obtains a credit facility in an amount equal to or greater than $3,500,000, the full amount of the settlement payment then outstanding will become immediately due and payable. In addition, the Company agreed to transfer to Black Cat all title and interest the Company owned in the I-1 well, Mustang Island 818-L lease and other assets acquired from Black Cat pursuant to the Black Cat Agreement. Furthermore, all production from the I-1 well, from the date the well went online was transferred to Black Cat in connection with the Settlement Agreement. In return, Black Cat agreed to return to the Company for cancellation the 4,500,000 shares of the Company ’ s common stock it received in connection with the Black Cat Agreement and to release the Company from all of its claims, which included the balance of the promissory note and accrued interest, unpaid compensation and other miscellaneous amounts . Further, in connection with the Settlement Agreement, Mr. Mason agreed to resign as President, Chief Executive Officer and a Director of the Company.

Ironridge Global IV, Ltd. v. Worthington Energy, Inc.,

In March 2012, Ironridge Global IV, Ltd. (“Ironridge”) filed a complaint against the Company for the payment of $1,388,407 in outstanding accounts payable, accrued compensation, accrued interest, and notes payable of the Company (the “Claim Amount”) that Ironridge had purchased from various creditors of the Company. The lawsuit was filed in the Superior Court of the State of California for the County of Los Angeles Central District, and the case was Ironridge Global IV, Ltd. v. Worthington Energy, Inc., Case No. BC 480184 . On March 22, 2012, the court approved an Order for Approval of Stipulation for Settlement of Claims (the "Order").

The Order provided for the immediate issuance by the Company of 20,300 shares of common stock (the “Initial Shares”) to Ironridge towards settlement of the Claim Amount. The Order also provided for an adjustment in the total number of shares which may be issuable to Ironridge based on a calculation period for the transaction, defined as that number of consecutive trading days following the date on which the Initial Shares were issued (the "Issuance Date") required for the aggregate trading volume of the common stock, as reported by Bloomberg LP, to exceed $4.2 million (the "Calculation Period"). Pursuant to the Order, Ironridge would retain 2,000 shares of the Company's common stock as a fee, plus that number of shares (the "Final Amount") with an aggregate value equal to (a) the $1,358,135 plus reasonable attorney fees through the end of the Calculation Period, (b) divided by 70% of the following: the volume weighted average price ("VWAP") of the Common Stock over the length of the Calculation Period, as reported by Bloomberg, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the Calculation Period. The Company has calculated that the Calculation Period ended during the year ended December 31, 2012 and calculated that the Final Amount to be issued under the Order is 856,291 shares of common stock. Additionally, during the year ended December 31, 2012 when the Final Amount was determined, the Company calculated the fair value of the original liability to Ironridge Global IV, Ltd to be $1,981,312, that amount which when discounted to 70% of the VWAP and multiplied by the Final Amount, would equal $1,358,135 plus reasonable attorney fees. In so doing, the Company recognized an expense for the excess of the fair value of the resultant liability to Ironridge Global IV, Ltd. in excess of the original carrying amount of the liabilities acquired by Ironridge and adjusted the liability to Ironridge Global IV, Ltd. for the fair value adjustment.

38Pursuant to the Order, for every 8,400 shares of the Company's common stock that traded during the Calculation Period, or if at any time during the Calculation Period a daily VWAP is below 90% of the closing price on the day before the Issuance Date, the Company was to immediately issue additional shares (each, an "Additional Issuance"), subject to the limitation in the paragraph below. At the end of the Calculation Period, (a) if the sum of the Initial Shares and any Additional Issuance is less than the Final Amount, the Company shall immediately issue additional shares to Ironridge, up to the Final Amount, and (b) if the sum of the Initial Shares and any Additional Issuance is greater than the Final Amount, Ironridge shall promptly return any remaining shares to the Company and its transfer agent for cancellation. However, the Order also provides that under no circumstances shall the Company issue to Ironridge a number of shares of common stock in connection with the settlement of claims which, when aggregated with all shares of common stock then owned or beneficially owned or controlled by Ironridge and its affiliates, at any one time exceed 9.99% of the total number of shares of common stock of the Company then issued and outstanding.

~~Pursuant~~The toCompany ~~the~~had ~~Order,~~issued ~~for~~a ~~every~~total 8of 6,~~400~~764,500 shares ofto ~~the~~Ironridge ~~Company's~~and ~~common~~had ~~stock~~reduced ~~that~~the ~~traded~~original ~~during~~liability ~~the~~of ~~Calculation Period~~$1,388,407 orto if$68,028. atHowever, ~~any~~on ~~time~~February ~~during~~24, ~~the~~2014 ~~Calculation Period~~ a ~~daily~~judge ~~VWAP~~awarded Ironridge isa ~~below~~third ~~90%~~order ofenforcing ~~the~~prior ~~closing~~order ~~price~~for onapproval ~~the~~of ~~day~~stipulation ~~before~~for ~~the~~settlement ~~Issuance~~claim ~~Date,~~by requiring the Company ~~was~~ to ~~immediately issue additional~~reserve ~~shares (each~~1, ~~an "Additional Issuance")~~095,950,732 ~~subject~~shares ~~to the limitation in the paragraph below. Since the issuance~~ of the ~~Initial~~ ~~Shares, the~~ Company’s ~~has issued an additional 194,200 shares of~~ common stock ~~during~~until the ~~nine~~balance ~~months ended December 31, 2012 plus an additional 510,000 shares~~ of ~~common stock during~~ the ~~nine~~claim ~~months~~in ~~ended~~paid. ~~September~~Ironridge ~~30,~~claimed ~~2013. At~~that the ~~end~~Company’s failure ofto ~~the Calculation~~comply ~~Period,~~with ~~(a)~~prior iforder ~~the~~and ~~sum~~stipulation ofhas ~~the~~caused ~~Initial~~them ~~Shares~~harm. ~~and~~Ironridge ~~any~~claims ~~Additional~~that ~~Issuance~~it is ~~less~~still ~~than~~owed ~~the Final Amount~~$241,046. ~~the~~The Company ~~shall~~has ~~immediately~~increased ~~issue~~the ~~additional~~balance ~~shares~~due to Ironridge, up to ~~the Final Amount~~$241,046 ~~and~~at ~~(b)~~December if31, ~~the~~2013. ~~sum~~During of the ~~Initial~~six ~~Shares~~months ~~and~~ended ~~any Additional~~June ~~Issuance is greater than the Final Amount~~30, ~~Ironridge shall promptly return any remaining shares to the Company and its transfer agent for cancellation. However~~2014, the ~~Order also provides that under no circumstances shall the~~ Company ~~issue~~ issued to Ironridge a391,000,000 ~~number of~~ shares of common stock invalued ~~connection~~at ~~with the settlement of claims which~~$100,170. ~~when~~The ~~aggregated~~balance ~~with~~due ~~all~~to ~~shares of common stock then owned or beneficially owned or controlled by~~ Ironridge ~~and~~at ~~its~~June ~~affiliates~~30, at2014 ~~any~~was ~~one time exceed 9~~$140,876.~~99% of the total number of shares of common stock of the Company then issued and outstanding.~~

~~The~~Tarpon ~~total~~Bay ~~issuances~~Partners ofLLC 6,764,500 have been accounted for as 1) the issuance of 2,000 shares for fees in connection with the settlement transaction and 2) the issuance of 6,762,500 shares as part of the Final Amount and issued in settlement of the fair value of the liability to Ironridge Global IV, Ltdv. ~~The~~ ~~fee shares were valued at the closing price of the Company’s common stock of $0.40 per share on March~~Worthington 22Energy, ~~2012, or $40,000, and recorded as share-based compensation for services~~Inc. ~~The issuance of 6~~,762,500 shares in settlement of the fair value of the liability to Ironridge Global IV, Ltd. has been accounted for as the reduction of a proportionate amount of the calculated fair value of the original liability to Ironridge, or $1,395,251 through December 31, 2012 and $1,897,184 through September 30, 2013. Accordingly, the amount of the liability to Ironridge reported in the accompanying condensed consolidated balance sheet is $1,489,623 at December 31, 2012 and $68,028 at September 30, 2013.

In April 2014, Tarpon Bay Partners LLC (“Tarpon”) filed a complaint against the Company for the payment of $1,127,495 in outstanding accounts payable, accrued compensation, accrued interest, and notes payable of the Company (the “Claim Amount”) that Tarpon had purchased from various creditors of the Company. The lawsuit was filed in the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida, and the case was Tarpon Bay Partners, LLC. v. Worthington Energy, Inc., Case No. 20147-CA-488 . On April 3, 2014, the court approved an Order for Approval of Stipulation for Settlement of Claims (the "Order").

During the six months ended June 30, 2014, the Company issued to Tarpon 310,026,000 shares of common stock valued at $48,917. The balance due to Tarpon at June 30, 2014 was $1,078,578.

Item 1A. Risk Factors

Not required under Regulation S-K for “smaller reporting companies.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Issuances

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 227,~~170~~075,000 shares to ~~Asher~~ASC ~~Enterprises~~Recap LLC (Leblanc) for the conversion of $610,~~450~~280 of debentures and $550 of bank fees.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued ~~700~~243,400,000 shares to ~~Brio~~GEL ~~Capital LP~~ for the conversion of $322,~~500~~720 of debentures.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 8300,~~404~~000,~~371~~000 shares to ~~GEL~~Magna ~~Properties~~Group LLC for the conversion of $2952,~~846~~500 of debentures ~~and $2,572 of accrued interest~~.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 8378,~~408~~912,~~177shares~~815 shares to ~~Hanover~~Asher ~~Holdings~~Enterprise ~~LLC~~ for the conversion of $18105,~~500~~510 of debentures and $2,120 of accrued interest.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 228,~~400~~333,~~000~~333 shares to Haverstock Manager LLC for the conversion of $611,~~000~~500 of debentures.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 2386,~~642~~000,~~857~~000 shares to ~~Prolific~~Ironridge ~~Group~~Global ~~LLC~~IV Ltd for the conversion of $1195,~~000~~620 of debentures, pursuant to an Order of Approval of Stipulation for Settlement. The securities were issued in a transaction pursuant to Regulation D under Securities Act of 1933, as amended.

During the three months ended ~~September~~ June 30, ~~2013~~ 2014, the Company issued 21,~~300~~000,000 shares ~~of common stock~~ to ~~Ironridge~~Caro ~~Global~~Capital ~~IV,~~LLC ~~Ltd. pursuant to an Order~~ for ~~Approval of Stipulation for Settlement. The securities were issued in a transaction pursuant to Regulation D under~~ the ~~Securities Act~~cash proceeds of ~~1933, as amended~~$200.

During the three months ended June 30, 2014, the Company issued 25,166,666 shares to LG Capital Funding LLC for the conversion of $4,000 of debenture and $27 of accrued interest.

During the three months ended June 30, 2014, the Company issued 9,777,778 shares to La Jolla Cove Investors for the conversion of $400 of debentures.

During the three months ended June 30, 2014, the Company issued 2,909 shares to La Jolla Cove Investors for cash proceeds of $4,000.

During the three months ended June 30, 2014, the Company issued 25,545,397 shares to Redwood for the conversion of $25,864 of debentures.

During the three months ended June 30, 2014, the Company issued 234,000,000 shares to IBC Funds LLC for the conversion of $22,900 of debentures.

During the three months ended June 30, 2014, the Company issued 310,026,000 shares to Tarpon Bay Partners LLC for the conversion of $48,917 of debentures.

During the three months ended June 30, 2014, the Company issued 49,275,000 shares to Prolific Group LLC for the conversion of $2,000 of debentures.

During the three months ended June 30, 2014, the Company issued 70,000,000 shares to American Dynamic LLC for the purchase of assets in the value of $126,000.

The above issuances of shares are exempt from registration, pursuant to Section 4(2) of the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

3929

Item 3. Defaults Upon Senior Securities

In May 2011, we completed a financing which generated aggregate gross cash proceeds of $2,550,000 through the sale of the convertible secured debentures and common stock purchase warrants. Pursuant to the security agreement, between ourselves and the investors, we granted the investors a first priority lien on all assets acquired from Montecito pursuant to the Montecito Agreement. The convertible debentures matured in May 2012 and bear interest at 9% per annum and are convertible at the holder’s option at any time into common stock at a conversion price of $1.50 per share. The convertible debentures will automatically be redeemed with a 30% premium upon a Change of Control or Listing Event (each as defined in the Note). Interest on the convertible debentures is payable quarterly in arrears in cash. The convertible debentures contain price ratchet anti-dilution protection. In addition the conversion price shall be adjusted if the conversion price of securities in a subsequent offering by us is adjusted pursuant to a make good provision. The shares of common stock issuable upon conversion of the convertible debentures are entitled to piggyback registration rights. Debentures totaling $70,424 have been converted into common stock. As of January __, 2014, all of the debentures have matured. We are in default under the convertible debentures because we have not (i) repaid the debentures in the aggregate principal face amount of $2,479,576 or (ii) made the interest payments that were due starting on July 1, 2011 and continuing through the maturity dates. As of September 30, 2013, the total interest that is due is $1,010,271 with interest continuing to accrue at the default interest rate of 18% per annum. Furthermore, as a result of the conversions of notes payable between February and May 2012, the conversion price of the debentures has been reset to $0.00038 per share, which would result in the issuance of approximately 6.5 billion shares of common stock upon conversion of the principal amount, not including accrued interest.

On May 6, 2011, in connection with our acquisition of certain assets from Montecito, we issued Montecito a subordinated promissory note in the amount of $500,000. The subordinated promissory note is subordinated to the secured convertible notes we issued in the private placement that closed on May 5, 2011. The Montecito Note was due in August 2011 and accrued interest at the rate of 9% per annum until maturity and accrues interest at the highest legal rate allowed since maturity since the Montecito Note is in default for failure to pay principal and interest when due.

Commencing in November 2011 and continuing through April 2012, the Company issued thirteen additional unsecured convertible promissory notes to various unaffiliated entities or individuals. Aggregate proceeds from these convertible promissory notes totaled $307,000. In connection with twelve of these notes totaling $287,000, the Company also issued warrants to purchase 287,000 shares of common stock. The warrants are exercisable at $1.50 per share and expire on December 31, 2016. The convertible promissory notes bear interest at 8% per annum. The principal and unpaid accrued interest were due on dates ranging from August 1, 2012 to October 26, 2012. These notes are currently in default.

On April 19, 2012, we issued a secured promissory note in the principal face amount of $100,000 in exchange for $100,000 from WH LLC. We agreed to repay $125,000 on June 18, 2012, plus interest at the rate of 11% per annum. On February 28, 2013, WH LLC sold $50,000 of this note to Prolific and $37,500 of the secured promissory note to GEL,. ~~and~~As onof ~~May~~June 830, ~~2013~~2014 ~~WH LLC sold $25,000 of~~ this note ~~to Magna, leaving a balance of $12,500 which~~ is in default.

At various dates commencing in August 2011 and continuing through September 30, 2013, the Company received proceeds pursuant to seven unsecured convertible promissory notes to GEL Properties, LLC (GEL), an unaffiliated entity. Additionally, in August 2012, GEL purchased the rights to $75,000 of principal of a secured bridge loan note held by a noteholder of the Company and in February 2013, GEL purchased the rights to $37,500 of principal of a secured note held by What Happened LLC. These acquired rights were restated to be consistent with other notes held by GEL. The convertible promissory notes bear interest at 6% per annum. The principal and unpaid accrued interest are generally due approximately one year after the issuance date. Certain of these notes are currently in default.

Upon execution of an equity facility with Haverstock Master Fund, LTD (Haverstock) in June 2012, the Company issued Haverstock a convertible note in the principal amount of $295,000 for payment of an implementation fee of $250,000, legal fees of $35,000, and due diligence fees of $10,000. In July 2012, the Company received proceeds of $75,000 from Common Stock, LLC pursuant to a convertible note. These convertible notes matured on March 22, 2013 and are in default.

On July 31, 2012, the Company ~~received~~ received proceeds of $100,000 pursuant to an unsecured promissory note and issued a warrant to purchase 2,000 shares of common stock of the Company to two individuals. The promissory note requires the repayment of $115,000 of principal (including interest of $15,000) by October 31, 2012. The warrant has an exercise price of $5.00 per share and expires on July 31, 2015. Proceeds from the note were paid on the Bridge Loan Note that is discussed in further detail in Note 6 to these condensed consolidated financial statements. As of ~~September~~June 30, ~~2013~~2014, this note is in default.

On August 9, 2012, the Company received proceeds of $25,000 pursuant to an unsecured promissory note and issued a warrant to purchase 500 shares of common stock of the Company to an individual. The promissory note requires the repayment of $28,750 of principal (including interest of $3,750) by November 9, 2012. The warrant has an exercise price of $5.00 per share of common stock and will be exercisable until October 9, 2015. As of September 30, 2013, this note is in default.

On October 8, 2012, the Company received proceeds of $50,000 pursuant to an unsecured promissory note and issued a warrant to purchase 1,000 shares of common stock of the Company to two individuals. The promissory note requires the repayment of $62,500 of principal (including interest of $12,500) by January 7, 2013. The warrant has an exercise price of $5.00 per share of common stock and will be exercisable until October 8, 2015. As of ~~September~~June 30, ~~2013~~2014, this note is in default.

In September 2012 and February 2013, ~~the~~ the Company received proceeds pursuant to two unsecured convertible promissory notes to Prolific, an unaffiliated entity. Additionally, 1) in July 2012 Prolific acquired the rights to three unsecured convertible promissory notes from one of the Company’s noteholders, 2) in September 2012 Prolific purchased the rights to $40,000 of principal of a secured bridge loan note held by another noteholder of the Company, and 3) in February 2013 Prolific purchased the rights to $50,000 of principal of a secured note held What Happened LLC. These acquired rights were restated such that all notes held by Prolific bear interest at 6% per annum and the principal and unpaid accrued interest are generally due approximately one year after the issuance date. ~~Certain~~ June 30, 2014, all of these notes are currently in default.

In December 2012, Magna Group, LLC (Magna) purchased the rights to $40,000 of principal of a secured bridge loan note held by a noteholder of the Company and these acquired rights were restated such that the note held by Magna bears interest at 12% per annum and the principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default.

In November and December 2012, the Company received proceeds pursuant to two unsecured convertible promissory notes to Hanover Holdings I, LLC (Hanover), an unaffiliated entity. Proceeds from the convertible promissory note were $25,500. The convertible promissory notes bear interest at 12% per annum. The principal and unpaid accrued interest are due one year after the issuance date. This note is currently in default.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number	Exhibit Title
3.1(i) (1)	Certificate of Designations of Series A Preferred Stock dated April 17, 2013
31.1	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
3.1(ii) (1)	Certificate of Amendment of Articles of Incorporation dated April 18, 2013
32.1	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
3.1(iii) (1)	Certificate of Amendment of Articles of Incorporation dated May 8, 2013
10.1 (1)	Series A Preferred Stock Purchase Agreement dated April 17, 2013 between Charles Volk and the Company
31.1	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
101. INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

~~In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.~~31

(1) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 30, 2013.

SIGNATURES

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

WORTHINGTON ENERGY, INC.

Date: January 24, 2014
By:	/s/ CHARLES VOLK
Charles Volk
Chief Executive Officer (Duly Authorized, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: March 5, 2015

43By: /s/ CHARLES VOLK

Charles Volk

Chief Executive Officer (Duly Authorized, Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)

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