Worthington Energy, Inc. (fka WGASQ)

[mdimport]

Item 4.02 - Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On March 17, 2015, Weinberg & Company, P.A. (“Weinberg”) notified the Company and its Board of Directors that they have withdrawn their audit reports included in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2013 and 2012 (the “Form 10-K’s”), and that disclosure should be made to prevent future reliance on Weinberg’s audit reports in the Form 10-K’s. In addition, Weinberg notified the Company that on March 5, 2015, the Company filed its Form 10-Q for the quarterly period ended September 30, 2014 and its Form 10-Q for the quarterly period ended June 30, 2014 prior to the completion of Weinberg’s review procedures and without Weinberg’s knowledge. The Company and its Board of Directors have determined that the financial statements included in the Company’s Annual Report on Form 10-K’s for the years ended December 31, 2013 and 2012, and the Quarterly Reports on Form 10-Q for the periods ended June 30, 2014 and September 30, 2014, should no longer be relied upon.

The Company provided Weinberg with a copy of this disclosure on March 17, 2015, providing Weinberg with the opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether the independent accountant agrees with the statements made by the Company in response to Item 4.02. A copy of the letter, dated March 17, 2015, furnished by Weinberg in response to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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