Item 1
(a) Name of issuer: Torchlight Energy Resources, Inc.
(b) Address of issuer’s principal executive offices: 5700 W. Plano Pkwy., #3600, Plano, TX 75093
Item 2(a).
(a) Name of person filing: Zenith Petroleum Corporation
(b) Address or principal business office or, if none, residence: 7790 E. Arapahoe Rd., #190, Centennial, CO 80112
(c) Citizenship: Zenith Petroleum Corporation is a Texas corporation with its principal place of business in Centennial, CO
(d) Title of class of securities: Common Stock, $0.001 par value per share (the “Common Stock”)
(e) CUSIP No.: 89102U103
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:
Not Applicable
(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
(e) o An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o 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) o A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k) o Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. Zenith Petroleum Corporation
(a) Amount beneficially owned: As of June 6, 2014, directly owned: 1,908,356 shares of Common Stock
(b) Percent of class: 9.7%. The percentages used herein and in the balance of this Item 4 are rounded to the nearest tenth and based on 19,695,308 shares of the Issuer’s Common Stock outstanding as of June 6, 2014.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,908,356
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,908,356
(iv) Shared power to dispose or to direct the disposition of: 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 5 percent of the class of securities, check the following o.
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. Certifications
(c) The following certification shall be included if the statement is filed pursuant to §240.13d–1(c):
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.
SIGNATURE
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.
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.
| |
|
|
|
|
Date: 6/25/2014
|
By:
|
/s/ Jack M. Johnston
|
|
| |
|
Name: Jack M. Johnston
|
|
| |
|
Title: President
|
|
| |
|
|
|
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)