0001140361-15-026823.txt : 20150706 0001140361-15-026823.hdr.sgml : 20150703 20150706191253 ACCESSION NUMBER: 0001140361-15-026823 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150401 FILED AS OF DATE: 20150706 DATE AS OF CHANGE: 20150706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHLIGHT ENERGY RESOURCES INC CENTRAL INDEX KEY: 0001431959 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 743237581 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5700 W. PLANO PARKWAY, SUITE 3600 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: (214) 432-8002 MAIL ADDRESS: STREET 1: 5700 W. PLANO PARKWAY, SUITE 3600 CITY: PLANO STATE: TX ZIP: 75093 FORMER COMPANY: FORMER CONFORMED NAME: Pole Perfect Studios, Inc. DATE OF NAME CHANGE: 20080409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DULIN ROBERT KENNETH CENTRAL INDEX KEY: 0001577874 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36247 FILM NUMBER: 15974795 MAIL ADDRESS: STREET 1: 8449 GREENWOOD DRIVE CITY: NIWOT STATE: CO ZIP: 80503 4 1 doc1.xml FORM 4 X0306 4 2015-04-01 0 0001431959 TORCHLIGHT ENERGY RESOURCES INC TRCH 0001577874 DULIN ROBERT KENNETH 8449 GREENWOOD DRIVE NIWOT CO 80503 0 0 1 0 Promissory Note .25 2015-04-01 4 P 0 1 A 2015-04-01 2015-09-30 Common Stock 540000 1 I See footnote Warrants .50 2015-04-01 4 P 0 135000 A 2015-04-01 2018-04-01 Common Stock 135000 135000 I See footnote Series A Convertible Preferred Stock 1.15 2015-06-09 4 P 0 2700 100 A 2015-06-09 2016-06-08 Common Stock 234782 2700 I See footnote Warrants 1.40 2015-06-09 4 P 0 46957 A 2015-06-09 2020-06-09 Common Stock 46957 46957 I See footnote Series A Convertible Preferred Stock 1.15 2015-06-09 4 P 0 1667 100 A 2015-06-09 2016-06-08 Common Stock 144927 1667 I See footnote Warrants 1.40 2015-06-09 4 P 0 28985 A 2015-06-09 2020-06-09 Common Stock 28985 28985 I See footnote Series A Convertible Preferred Stock 1.15 2015-06-09 4 P 0 2333 100 A 2015-06-09 2016-06-08 Common Stock 202898 2333 I See footnote Warrants 1.40 2015-06-09 4 P 0 40580 A 2015-06-09 2020-06-09 Common Stock 40580 40580 I See footnote Warrants .50 2015-05-04 4 P 0 125000 A 2015-05-04 2018-05-04 Common Stock 125000 125000 I See footnote Warrants 2.31 2015-07-01 4 P 0 250000 A 2015-09-30 2018-07-01 Common Stock 250000 250000 I See footnote Under the terms of the promissory note, the holder may not convert any portion of the note until such time that approval is obtained from the stockholders of the issuer authorizing the conversion rights thereunder. Sawtooth (as defined below) lent the issuer $150,000 pursuant to a 12% convertible promissory note due September 30, 2015. In connection therewith, the issuer issued Sawtooth 150,000 warrants. This transaction was effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% pecuniary interest in securities held by Sawtooth. The amount of securities reported in this transaction represents Mr. Dulin's 90% pecuniary interest in the securities. The other 10% pecuniary interest of Sawtooth is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose. As part of the sale of Series A Convertible Preferred Stock, the issuer provided each investor 20% warrant coverage. This transaction was effected by Black Hills Properties, LLLP ("Black Hills"). Mr. Dulin is the Managing Partner of Black Hills and holds a 1/3 pecuniary interest in securities held by Black Hills. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities. This transaction was effected by Pine River Ranch, LLC ("Pine River"). Mr. Dulin is the Managing Member of Pine River and holds a 1/3 pecuniary interest in securities held by Pine River. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities. Pandora (as defined below) purchased a working interest in certain oil and gas properties of the issuer for a purchase price of $500,000. As part of the transaction, on May 4, 2015 the issuer's Board of Directors authorized issuing Pandora 250,000 warrants. This transaction was effected by Pandora Energy, LP ("Pandora"). Mr. Dulin is the General Partner of Pandora and holds a 50% pecuniary interest in securities held by Pandora. The amount of securities reported in this transaction represents Mr. Dulin's 50% pecuniary interest in the securities. The other 50% pecuniary interest of Pandora is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose. Of the 500,000 warrants issued (see Note 10 below), 250,000 are exercisable on September 30, 2015 and the remaining 250,000 are exercisable on December 31, 2015. As part of the final terms and conditions of Pandora's purchase of a working interest in certain oil and gas properties of the issuer, the issuer issued Pandora 500,000 warrants. /s/ Robert Kenneth Dulin 2015-07-06