8-K

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)

Nevada	0-52590	20-1399613
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

2

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.

	PAXTON ENERGY, INC.
Date:  February 8, 2012	By:/s/ CHARLES F. VOLK, JR.
	Charles F. Volk, Jr.
	Chief Executive Officer

3

EX-3.1

Exhibit 3.1

	ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov
Articles of Merger (PURSUANT TO NRS 92A.200) Page
USE BLACK INK ONLY – DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger

(Pursuant to NRS Chapter 92A - excluding 92A.200(4b))

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.

Paxton Energy Merger Sub, Inc.
	Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

Name of merging entity

Jurisdiction Entity type *

Name of merging entity

Jurisdiction Entity type *

and,

Paxton Energy, Inc.
	Name of surviving entity

Nevada	Corporation
Jurisdiction	Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee:  $350.00 This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 1 Revised on: 7-1-08

  ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200) Page 2
USE BLACK INK ONLY – DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger – NRS 92A.1 90):

Attn:

c/o:

3) (Choose one)

ý	The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
¨	The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box ¨ and attach an 8 1/2" x 11'' blank sheet containing the required information for each additional entity):

(a) Owner’s approval was not required from

Paxton Energy Merger Sub, Inc.

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Paxton Energy, Inc.

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 2 Revised on: 7-1-08

  ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200) Page 3
USE BLACK INK ONLY – DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

(b) The plan was approved by the required consent of the owners of *:

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 3 Revised on: 7-1-08

  ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200) Page 4
USE BLACK INK ONLY – DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 4 Revised on: 7-1-08

  ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov

Articles of Merger (PURSUANT TO NRS 92A.200) Page 5
USE BLACK INK ONLY – DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

5)	Amendments, if any, to the articles or certificate of the surviving entity.  Provide article numbers, if available. (NRS 92A.200)*:
	Article One of the Articles of Incorporation of Paxton Energy, Inc. is hereby amended as follows:  “The name of the Corporation is Worthington Energy, Inc.”

6) Location of Plan of Merger (check a or b):

ý	(a) The entire plan of merger is attached;
or,
¨	(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date (optional)**: January 27, 2012

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please

entitle them ''Restated'' or ''Amended and Restated,'' accordingly. The form to accompany restated articles

prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS

92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of

merger may not contain amendments to the constituent documents of the surviving entity except that the name of

the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which

must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees. Nevada Secretary of State 92A Merger Page 5 Revised on: 7-1-08

	ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov
Articles of Merger (PURSUANT TO NRS 92A.200) Page 6
USE BLACK INK ONLY – DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

8)	Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
	(if there are more than four merging entities, check box ¨ and attach an 81/2" x 11'' blank sheet containing the required information for each additional entity.):

Paxton Energy Merger Sub, Inc.

Name of merging entity

/s/ Charles Volk, Jr.	President	January 24, 2012
Signature	Title	Date

Name of merging entity

Signature Title Date

Name of merging entity

Signature Title Date

Name of merging entity

Signature Title Date

Paxton Energy, Inc.

Name of surviving entity

/s/ Charles Volk, Jr.	President	January 24, 2012
Signature	Title	Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law

governing it (NRS 92A.230).  Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT:  Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 6 Revised on: 7-1-08