of the Chief Accountant
and Exchange Commission
read the statements made by Torchlight Energy Resources, Inc..,
(the "Company"), which were provided to us and which we understand
will be filed with the Securities and Exchange Commission pursuant
to Item 4.01 of Form 8-K, regarding our resignation as the
Company's certifying accountant. We agree with the statements
concerning our firm in such Current Report on Form 8-K. We have no
basis to agree or disagree with other statements made under the
last paragraph in Item 4.01.
hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form 8-K.