Attached files
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| EX-3.1 - ARTICLES OF MERGER - WORTHINGTON ENERGY, INC. | ex3-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): January 27, 2012
PAXTON ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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0-52590
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20-1399613
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449
Mailing Address: P.O. Box 1148, Zephyr Cove, NV 89448-1148
(Address of principal executive offices)
Registrant’s telephone number, including area code: (775) 588-5390
Copy of correspondence to:
Richard A. Friedman, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, demand and acceptance of services, changes in governmental policies and regulations, economic conditions, the impact of competition and pricing, and other risks defined in this document and in statements filed from time to time with the Securities and Exchange
Commission (the “SEC”). All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS
On January 27, 2012, Worthington Energy, Inc. (the “Company”) changed its name from Paxton Energy, Inc. to Worthington Energy, Inc. In addition, effective February 3, 2012, the Company’s quotation symbol on the Over-the-Counter Bulletin Board will be changed from PXTE to WGAS. A copy of the articles of merger changing the Company’s name to Worthington Energy, Inc. is attached hereto as Exhibit 3.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Articles of Merger
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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.
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PAXTON ENERGY, INC.
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Date: February 8, 2012
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By: /s/ CHARLES F. VOLK, JR.
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Charles F. Volk, Jr.
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Chief Executive Officer
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