0001144204-14-023320.txt : 20140417 0001144204-14-023320.hdr.sgml : 20140417 20140417143411 ACCESSION NUMBER: 0001144204-14-023320 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140417 DATE AS OF CHANGE: 20140417 GROUP MEMBERS: JOSHUA SASON GROUP MEMBERS: MAGNA GROUP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON ENERGY, INC. CENTRAL INDEX KEY: 0001342643 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 201399613 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86288 FILM NUMBER: 14769748 BUSINESS ADDRESS: STREET 1: 220 MONTGOMERY STREET #1094 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 775-588-5390 MAIL ADDRESS: STREET 1: 220 MONTGOMERY STREET #1094 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: PAXTON ENERGY INC DATE OF NAME CHANGE: 20051027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hanover Holdings I CENTRAL INDEX KEY: 0001557719 IRS NUMBER: 452043511 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 1604 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 3474914240 MAIL ADDRESS: STREET 1: 5 HANOVER SQUARE STREET 2: SUITE 1604 CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G/A 1 v374484_sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2

(Amendment No. 1)*

Worthington Energy, Inc.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

98180T 30 0

(CUSIP Number)

April 11, 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)

(Page 1 of 11 Pages)

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 the disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13G

CUSIP No. 98180T 30 0

Page 2 of 11 Pages

1.	NAMES OF REPORTING PERSONS Magna Group, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) £ (b) £
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY	5.	SOLE VOTING POWER -0- (See Item 4)
NUMBER OF SHARES BENEFICIALLY OWNED BY	6.	SHARED VOTING POWER -0- (See Item 4)
EACH REPORTING PERSON WITH	7.	SOLE DISPOSITIVE POWER 25,000,000 (See Item 4)
EACH REPORTING PERSON WITH	8.	SHARED DISPOSITIVE POWER -0- (See Item 4)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000 (See Item 4)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.86% (See Item 4)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company

SCHEDULE 13G

CUSIP No. 98180T 30 0

1.	NAMES OF REPORTING PERSONS Hanover Holdings I, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) £ (b) £
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New York

NUMBER OF SHARES BENEFICIALLY OWNED BY	5.	SOLE VOTING POWER -0- (See Item 4)
NUMBER OF SHARES BENEFICIALLY OWNED BY	6.	SHARED VOTING POWER -0- (See Item 4)
EACH REPORTING PERSON WITH	7.	SOLE DISPOSITIVE POWER 25,000,000 (See Item 4)
EACH REPORTING PERSON WITH	8.	SHARED DISPOSITIVE POWER -0- (See Item 4)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000 (See Item 4)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.86% (See Item 4)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company

SCHEDULE 13G

CUSIP No. 98180T 30 0

1.	NAMES OF REPORTING PERSONS Joshua Sason
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) £ (b) £
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY	5.	SOLE VOTING POWER -0- (See Item 4)
NUMBER OF SHARES BENEFICIALLY OWNED BY	6.	SHARED VOTING POWER -0- (See Item 4)
EACH REPORTING PERSON WITH	7.	SOLE DISPOSITIVE POWER 25,000,000 (See Item 4)
EACH REPORTING PERSON WITH	8.	SHARED DISPOSITIVE POWER -0- (See Item 4)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000 (See Item 4)
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.86% (See Item 4)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

SCHEDULE 13G

CUSIP No. 98180T 30 0

Item 1.

	(a)	Name of Issuer Worthington Energy, Inc.

	(b)	Address of Issuer’s Principal Executive Offices 220 Montgomery Street Suite 1094 San Francisco, CA 94104

Item 2.

	(a)	Name of Person Filing This Amendment No. 1 to 13G (this “Amendment No. 1”) is being jointly filed by Magna Group, LLC, a New York limited liability company (“ Magna ”), Hanover Holdings I, LLC a New York limited liability company (“ Hanover ”), and Joshua Sason (each, a “ Reporting Person ” and, collectively, the “ Reporting Persons ”) with respect to shares of common stock, $0.001 par value, of the Issuer (the “ Common Stock ”) owned directly by Hanover to amend the Schedule 13G filed on 7/29/13 (the “Schedule 13G”). This Amendment No. 1 is being filed voluntarily to report changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and to report that the Reporting Persons beneficially own more than 5% of the Common Stock. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G.

	(b)	The address of the principal business office of each of the Reporting Persons is: 5 Hanover Square, New York, New York 10004.

	(c)	Citizenship Magna is a New York limited liability company. Hanover is a New York limited liability company. Mr. Sason is a United States citizen.

	(d)	Title of Class of Securities Common Stock, $0.001 par value

	(e)	CUSIP Number 98180T 30 0

SCHEDULE 13G

CUSIP No. 98180T 30 0

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)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	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)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is amended as follows.

(a)

Amount beneficially owned:

The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

SCHEDULE 13G

CUSIP No. 98180T 30 0

(b)

Percent of class:

The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(ii)

Shared power to vote or to direct the vote

The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of

The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of

The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.

The 25,000,000 shares of Common Stock owned directly by Magna were acquired by Magna pursuant to the conversion of a Convertible Promissory Note that was assigned to Magna. According to the agreement, Magna may, at any time, convert to a maximum conversion right at any one time to 9.99% of the then outstanding shares of common stock of the Company.

Mr. Sason is the Chief Executive Officer of Magna and owns all of the membership interests in Magna. Accordingly, Mr. Sason, subject to the limitations of the rights described above, has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all securities owned directly by Magna, including, without limitation, the Common Stock. Mr. Sason does not directly own any shares of Common Stock. Under Rule 13d-3 under the Exchange Act, Mr. Sason may be deemed to beneficially own the shares of Common Stock owned directly by Magna. Magna is not a registered broker-dealer, and neither Magna nor any of its affiliates is an affiliate or an associated person of a registered broker-dealer. Hanover Holdings I, LLC is an affiliated entity to Magna Group, LLC.

SCHEDULE 13G

CUSIP No. 98180T 30 0

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 ¨.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certification.

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.

SCHEDULE 13G

CUSIP No. 98180T 30 0

[Signatures on following page]

SCHEDULE 13G

CUSIP No. 98180T 30 0

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.

Dated: April 11, 2014

Magna Group, LLC

By: /s/ Joshua Sason

Name: Joshua Sason

Title: Chief Executive Officer

Hanover Holdings I, LLC

By: /s/ Joshua Sason

Name: Joshua Sason

Title: Chief Executive Officer

Joshua Sason

/s/ Joshua Sason

JOSHUA SASON

SCHEDULE 13G

CUSIP No. 98180T 30 0

EXHIBIT INDEX TO SCHEDULE 13G

EXHIBIT 1

Joint Filing Agreement, dated as of April 11, 2014, by and among Hanover Holdings I, LLC, Magna Group, LLC and Joshua Sason.

Exhibit 1

Joint Filing Agreement

This Joint Filing Agreement, entered into and effective as of April 11, 2014, is made by and among Hanover Holdings I, LLC, Magna Group, LLC and Joshua Sason (each, a “ Filer ” and, collectively, the “ Filers ”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G (the “ Schedule 13G ”) is filed on behalf of each of the Filers and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate. Each Filer consents to the filing of this Joint Filing Agreement as an exhibit to the Schedule 13G.

This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date set forth above.

Magna Group, LLC

By: /s/ Joshua Sason

Name: Joshua Sason

Title: Chief Executive Officer

Hanover Holdings I, LLC

By: /s/ Joshua Sason

Name: Joshua Sason

Title: Chief Executive Officer

Joshua Sason

/s/ Joshua Sason

JOSHUA SASON