UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~January~~March 817, 2015

WORTHINGTON ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52590

20-1399613

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

145 Corte Madera Town Center #138

Corte Madera, CA 94925

(Address of principal executive offices)

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

Not Applicable

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

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

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

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

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

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

Item 14.0102 ~~Entry~~- ~~Into~~Non-Reliance on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~January~~March 817, 2015, ~~Worthington Energy~~Weinberg & Company, ~~Inc~~P.A. (~~the~~ “~~Company~~Weinberg”) notified ~~closed~~the aCompany ~~Securities~~and ~~Purchase~~its ~~Agreement~~Board ~~(“SPA~~of ~~I”)~~Directors ~~with~~that LGthey ~~Capital~~have ~~Funding~~withdrawn ~~LLC (“Capital~~their ~~Funding”)~~audit ~~providing~~reports ~~for~~included in the ~~purchase~~Company’s ofAnnual Reports aon ~~Convertible~~Form ~~Redeemable~~10-K ~~Note~~for in the ~~principal~~years ~~amount~~ended ofDecember ~~$26~~31,~~875 (“Note~~ ~~I”).~~2013 ~~Note~~and I2012 ~~contains~~(the an“Form $510-K’s”),~~375~~ ~~original issue discount to cover legal~~ and ~~due~~that ~~diligence~~disclosure should ~~fees~~be ~~such~~made ~~that~~to ~~the~~prevent ~~cash proceeds~~future ~~received~~reliance on ~~the~~Weinberg’s ~~closing~~audit ofreports ~~Note~~in Ithe isForm ~~$21,500~~10-K’s. ~~Note~~In Iaddition, ~~bears~~Weinberg ~~interest at~~ notified the ~~rate~~Company ofthat 8%on ~~per~~March ~~annum;~~5, is2015, ~~due~~the ~~and~~Company ~~payable~~filed ~~on January~~its 8,Form ~~2016;~~10-Q ~~and~~for ~~may~~the bequarterly ~~converted~~period byended ~~Capital~~September ~~Funding~~30, at2014 ~~any~~and ~~time~~its ~~after~~Form 10-Q ~~180~~for ~~days of~~ the ~~date~~quarterly ofperiod ~~closing~~ended ~~into~~June ~~shares~~30, of2014 ~~Company common~~prior ~~stock~~to atthe acompletion ~~conversion~~of ~~price~~Weinberg’s ~~equal~~review toprocedures aand ~~45%~~without ~~discount~~Weinberg’s knowledge. ofThe ~~the~~Company ~~lowest~~and ~~closing~~its ~~bid~~Board ~~price~~ of ~~the~~Directors ~~Common~~have ~~Stock~~determined asthat ~~reported on~~ the ~~National~~ ~~Quotation~~financial ~~Bureau~~statements ~~OTCQB~~included ~~exchange~~in ~~which~~ the Company’s ~~shares are traded or any exchange upon which the Common Stock~~ ~~may~~Annual beReport ~~traded~~on inForm ~~the~~10-K’s ~~future,~~ for the ~~twenty~~years ~~prior~~ended ~~trading~~December ~~days~~31, ~~including~~2013 ~~the~~and ~~day~~2012, ~~upon~~and ~~which a Notice of Conversion is received by~~ the ~~Company(as~~Quarterly ~~set~~Reports ~~forth~~on inForm ~~Note~~10-Q I)for ~~calculated at~~ the periods ~~time~~ended ofJune ~~conversion. Note I also contains certain representations~~30, ~~warranties, covenants~~2014 and ~~events~~September of30, ~~default~~2014, ~~and~~should ~~increases~~no inlonger ~~the~~be ~~amount~~relied ~~of the principal and interest rates under Note I in the event of such defaults~~upon.

OnThe ~~January 13, 2015, the~~ Company ~~also~~provided ~~closed~~Weinberg ~~a Securities Purchase Agreement (“SPA II”)~~ with ~~Adar Bays, LLC (“Adar Bays) providing for the purchase of~~ a ~~Convertible~~copy ~~Redeemable Note in the principal amount~~ of ~~$20,625~~this ~~(“Note II”). Note II contains as $4,125~~disclosure ~~original issue discount to cover legal and due diligence fees such that the cash proceeds received~~ on ~~the~~March ~~closing~~17, ~~of Note II is $16~~2015,~~500.~~ ~~The~~providing ~~Notes~~Weinberg IIwith ~~bear interest at~~ the ~~rate~~opportunity ofto 8%furnish ~~per annum; are due and payable on January 13, 2016; and may be converted by Adar Bays at any time after 180 days of~~ the ~~date of closing into shares of~~ Company ~~common~~with ~~stock at~~ a ~~conversion~~letter ~~price~~addressed ~~equal~~ to ~~a 45% discount of~~ the ~~lowest~~Securities ~~closing bid price as reported on the National Quotation Bureau OYCQB exchange which the Company’s~~and ~~shares~~Exchange ~~are~~Commission ~~traded or any exchange upon which~~ (the ~~Common~~“SEC”) ~~Shares~~stating ~~may~~whether ~~be traded in~~ the ~~future,~~independent ~~for~~accountant ~~the~~agrees ~~twenty~~with ~~prior trading days including~~ the ~~day~~statements ~~upon~~made ~~which a Notice of Conversion is received~~ by the Company ~~(as set forth~~ in ~~Note~~response ~~II)~~to ~~calculated~~Item at4.02. ~~the~~A ~~time~~copy of ~~conversion. Note~~the IIletter, ~~also~~dated ~~contain~~March ~~certain representations~~17, ~~warranties~~2015, ~~covenants~~furnished ~~and~~by ~~events~~Weinberg ~~of default, and increases~~ in ~~the~~response ~~amount~~to ofthat ~~the principal~~request ~~and~~is ~~interest~~filed ~~rates~~as ~~under~~Exhibit ~~Note~~16.1 IIto inthis ~~the~~Current ~~event~~Report ofon ~~such~~Form ~~defaults~~8-K.

~~The~~Item ~~foregoing description of SPA I, Note I, SPA II and Notes II are not intended to be complete and is qualified in its entirety by the complete text of the documents attached as Exhibit 10~~9.1,01 ~~Exhibit~~- ~~10.2,~~Financial ~~Exhibit~~Statements ~~10.3,~~ and ~~Exhibit 10.4 to this Current Report on Form 8-K.~~Exhibits

Item 3.02 Unregistered Sales of Equity Securities

Exhibit Number		Description
16.1		Letter of Weinberg & Company, P.A. to the SEC, dated March 17, 2015

The descriptions of the equity securities described in Item 1.01 issued by the Company are incorporated herein. The issuance of the notes set forth herein were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual and the Company; and (f) the recipient of the notes was an accredited investor.SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirement of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

(d) Exhibits

	WORTHINGTON ENERGY, INC.

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

Exhibit Number			Description
10.1			Securities Purchase Agreement, dated January 8, 2015, with LG Capital Funding, LLC
10.2			Convertible Redeemable Note, dated January 8, 2015, with LG Capital Funding, LLC
10.3			Securities Purchase Agreement, dated January 13, 2014, with Adar Bays, LLC
10.4			Convertible Redeemable Note, dated January 13, 2014 with Adar Bays, LLC

SIGNATURE

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

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

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