UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 1)*

WORTHINGTON ENERGY, INC.

(Name of issuer)

Common Stock, $0.001 value per share

(Title of class of securities)

98180T 300

(CUSIP number)

October 13, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1745 (1-06)

Page 1 of 5 pages

CUSIP No. 98180T 300

13G

Page 2 of 5 Pages

Name of Reporting Person

I.R.S. Identification Nos. of above persons (entities only).

ASHER ENTERPRISES, INC.

EIN: 94-3437255

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) o

SEC Use Only

Citizenship or Place of Organization

Nevada

Number of	5.	Sole Voting Power
Shares		100,188,683*
Beneficially
Owned by	6.	Shared Voting Power
Each
Reporting
Person	7.	Sole Dispositive Power
With:		100,188,683*


	8.	Shared Dispositive Power

*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information on the promissory note(s).

Aggregate Amount Beneficially Owned by Each Reporting Person

100,188,683*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

4.99% (based on the total of 2,007,789,255 outstanding shares of Common Stock)

12.

Type of Reporting Person (See Instructions)

CUSIP No. 98180T 300

13G

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Item 1	(a)	Name of Issuer:
		WORTHINGTON ENERGY, INC., a Nevada corporation

	(b)	Address Of Issuer's Principal Executive Offices:
		145 Corte Madera Town Center #138 Corte Madera, California 94925
Item 2	(a)	Name of Person Filing:
		ASHER ENTERPRISES, INC.

	(b)	Address of Principal Business Office, or, if none, Residence:
		1 Linden Place, Great Neck, NY 11021

	(c)	Citizenship:
		Delaware

	(d)	Title of Class of Securities:
		Common Stock, $0.001 value per share

	(e)	Cusip Number:
		98180T 300

Item 3	If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
	(e)	o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).
	(g)	o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o Group in accordance with §240.13d-1(b)(ii)(J).

CUSIP No. 98180T 300

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Item 4

Ownership

(a) Amount beneficially owned 100,188,683*

(b) Percent of class: 4.99%

(i) Sole power to vote or to direct the vote

100,188,683*

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

100,188,683*

(iv) Shared power to dispose or to direct the disposition of

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following X.

Item 6

Ownership of More Than Five Percent on Behalf Of Another Person

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8

Identification and Classification of Members of The Group

Item 9

Notice of Dissolution of Group

Item 10

Certification

(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 98180T 300

13G

Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	October 13, 2014
	Date

	/s/Curt Kramer
	Signature

	Curt Kramer, President
	Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

WORTHINGTON ENERGY, INC. SC 13G/A