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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

(Amendment No. 1)


   X  . Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934


For the Quarter Ended June 30, 2011.


       . Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)


For the transition period from _______ to _______.


Commission file number: 000-53473


TORCHLIGHT ENERGY RESOURCES, INC.

(Name of Registrant in Its Charter)


Nevada

74-3237581

(State or Other Jurisdiction of Incorporation or

(I.R.S. Employer Identification No.)

Organization)

  


2007 Enterprise Avenue

League City, Texas 77573  

(Address of Principal Executive Offices)


(281) 538-5938

(Registrant's Telephone Number, Including Area Code)


Securities registered under Section 12(g) of the Exchange Act:

Common Stock ($0.001 Par Value)

(Title of Each Class)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

Yes   X  . No      .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes      . No      .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     

Yes      . No   X  .


As of August 11, 2011, there were 14,224,661 shares of the registrant’s common stock outstanding (the only class of voting common stock).  







Explanatory Note


The purpose of this amendment on Form 10-Q/A to Torchlight Energy Resources, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  


No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.


Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.


ITEM 6.  EXHIBITS

 

Exhibit No.

  

Description

2.1

  

Share Exchange Agreement dated November 23, 2010.  (Incorporated by reference from Form 8-K filed with the SEC on November 24, 2010.) *

 

 

 

3.1

  

Articles of Incorporation.  (Incorporated by reference from Form S-1 filed with the SEC on May 2, 2008.) *

 

 

 

3.2

  

Amended and Restated Bylaws (Incorporated by reference from Form 8-K filed with the SEC on January 12, 2011.) *

 

 

 

10.1

  

Employment Agreement between Thomas Lapinski and Torchlight Energy, Inc. (Incorporated by reference from Form 8-K filed with the SEC on November 24, 2010.) *

 

 

 

10.2

 

Agreement to Participate in Oil and Gas Development Joint Venture between Bayshore Operating Corporation, LLC and Torchlight Energy, Inc. (Incorporated by reference from Form 8-K filed with the SEC on November 24, 2010) *

 

 

 

14.1

  

Code of Ethics (Incorporated by reference from Form S-1 filed with the SEC on May 2, 2008.) *

 

 

 

31.1

  

Certification of principal executive officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Incorporated by reference from Form 10-Q filed with the SEC on August 15, 2011) *

 

 

 

31.2

  

Certification of principal financial officer required by Rule 13a – 14(1) or Rule 15d – 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (Incorporated by reference from Form 10-Q filed with the SEC on August 15, 2011) *

 

 

 

32.1

  

Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. (Incorporated by reference from Form 10-Q filed with the SEC on August 15, 2011) *

 

 

 

32.2

  

Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63. (Incorporated by reference from Form 10-Q filed with the SEC on August 15, 2011) *

 

 

 

101.INS

  

XBRL Instance Document

101.SCH

  

XBRL Taxonomy Extension Schema

101.CAL

  

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

  

XBRL Taxonomy Extension Definitions Linkbase

101.LAB

  

XBRL Taxonomy Extension Label Linkbase

101.PRE

  

XBRL Taxonomy Extension Presentation Linkbase

 

* Incorporated by reference from our previous filings with the SEC








SIGNATURES


Pursuant to the requirements 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.

 

 

 

  

Torchlight Energy Resources, Inc.

  

  

  Date: September 13, 2011

/s/ Thomas Lapinski                      

  

By: Thomas Lapinski

  

Chief Executive Officer and Principal Financial Officer