UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. ____)*

 

Under the Securities Exchange Act of 1934

 

Richfield Oil & Gas Company

(Name of Issuer)

 

Common Stock/ Warrants

(Title of Class of Securities)

 

763358 10 8

(CUSIP Number)

 

Glenn G. MacNeil, 15 W. South Temple Suite 1050, Salt Lake City, Utah, 84101

(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)

 

February 28, 2012

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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SCHEDULE 13D

 

CUSIP No.
1

Names of Reporting Persons.

 

 

I.R.S. IDENTIFICATION Nos. of above persons (entities only)

Glenn G. MacNeil

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) £

(b) £

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)

PF

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

£

 

 

6

Citizenship or Place of Organization

Canada

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

7

Sole Voting Power

 

13,183,176 shares of common stock

 

8

Shared Voting Power

 

9,990,000 shares of common stock

2,500,000 oustanding warrants

 

9

Sole Dispositive Power

 

 

 

10

Shared Dispositive Power

 

2,500,000 outstanding warrants

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

25,673,176

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

£

 

 

13

Percent of Class Represented by Amount in Row (11)

9.4

 

14

Type of Reporting Person (See Instructions)

IN

 

 

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Item 1. Security and Issuer

 

Common stock, par value $0.001.

 

Item 2. Identity and Background

 

(a) The name of the person filing this statement is __ Glenn G. MacNeil _ (“reporting person”);

 

(b) The reporting person’s residence or business address is 15 W. South Temple Suite 1050, Salt Lake City, Utah, 84101 ;

 

(c) The reporting person’s principal occupation or employment is _ CFO, COO and Director ;

 

(d) The reporting person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);

 

(e) The reporting person has not, during the last five years, been a party to any civil proceeding requiring disclosure under this item; and

 

(f) The reporting person is a citizen of Canada.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The reporting person acquired 12,915,400 shares for $1,302,143 cash, and 10,257,776 shares for services.

 

Item 4. Purpose of Transaction

 

The shares were acquired for investment. The reporting person has no plans or proposals of the type required to be reported in this Item 4.

 

Item 5. Interest in Securities of the Issuer

 

The aggregate number of shares held by the reporting person is 25,673,176, which is 9.4% of issued and outstanding shares of the issuer as of February 27, 2012.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None.

 

Item 7. Material to Be Filed as Exhibits

 

None.

 

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Signature

 

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.

  

March 15, 2012   /S/: Glenn MacNeil
Date    

 

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