UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A10-K

Amendment No. 1

For the fiscal year ended March 31, 2014

Or

For the transition period from _________ to _____________

Commission file number: 000-51425

T-REX OIL, INC.

(Formerly Rancher Energy Corporation)

(Exact name of registrant as specified in its charter)

520 Zang Street, Suite 209, Broomfield, CO 80021

(Address of principal executive offices) (Zip Code)

(720) 502-4483

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[  ]

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 Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 [  ][X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

                   [X][  ]

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).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

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

Yes [  ] No [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Not Applicable

Yes [  ] No [X][ ]

On June 16, 2014, 89,701,994March 31, 2017, 13,341,467 shares of common stock were held by non-affiliates and had a value of $717,615$13,608,297 based on the average closing bid and askprice of $0.008 per share.$1.02.

The number ofThere were 17,697,621 shares issued and outstanding of the registrant’s common stock, $0.00001 par value,Common Stock as of June 16, 2014 was 119,862,791.March 31, 2017.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Note Aboutabout Forward-Looking Statements

In Rancher’s effort to make the information provided herein more meaningful, this Annual ReportThis Form 10-K contains both historical and forward-looking statements. You can find many of these statements, by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “projects” or similar words or expressions. All statements other thanrelating to our financial condition, results of operations, plans, objectives, future performance and business operations. These statements of historical fact are forward-looking statements within the meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this reportrelate to expectations concerning matters that are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. It should be noted that because Rancher common stock is a “penny stock,” the protections provided by Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 do not apply. We have attempted to qualify all forward-looking statements with appropriate cautionary language to take advantage of the judicially-created doctrine of “bespeaks caution” and other protections.

facts. These forward-looking statements involve substantialreflect our current views and expectations based largely upon the information currently available to us and are subject to inherent risks and uncertainties. ThereAlthough we believe our expectations are many factors that may cause actual results to differ materially from those contemplated by these forward-looking statements. See “Risk Factors”, beginningbased on page 9reasonable assumptions, they are not guarantees of this Annual Report. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Rancher’s actual results,future performance and achievements to be different from any future results, performance and achievements expressed or implied by these statements. These factorsthere are not necessarily alla number of the important factors that could cause actual results to differ materially from those expressed in theor implied by such forward-looking statements. By making these forward-looking statements, we do not undertake to update them in this proxy statement/prospectus. Other unknown or unpredictable factors also could have material adverse effects onany manner except as may be required by our future results.

Because forward-looking statements are subject to risksdisclosure obligations in filings we make with the Securities and uncertainties,Exchange Commission under the Federal securities laws. Our actual results may differ materially from those expressed or implied by theseour forward-looking statements. We caution the reader not to place undue reliance on these statements. These statements speak only as of the date of this document or, if made in any document incorporated by reference, as of the date of that document.

All written or oral forward-looking statements attributable to Rancher or any person acting on their behalf made after the date of this Annual Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Rancher does not undertake any obligation to release publicly any revisions to forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.PART I

PART IITEM 1. BUSINESS

ITEM 1. BUSINESSGeneral

General

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “Rancher”, “we”, “our”, “us”“T-Rex” or the “Company” are to T-Rex Oil, Inc.

NOTE: This report is as of March 31, 2017. Subsequent to such date, due to the depressed oil prices, the business of the Company has been determined to be unsustainable due to lack of capital, and the Company is liquidating its assets and seeking a new business.

Corporate History

T-Rex Oil, Inc. was organized under the laws of the State of Nevada as Rancher Energy Corp. (“Rancher”). On October 8, 2014, as approved by our board of directors and a written consent of our majority shareholder, an amendment to the Articles of Incorporation was filed in order to authorize a reverse split of the common stock issued and outstanding on a one (1) new share for three hundred fifty (350) old shares basis. At the same time, the Articles of Incorporation were amended to change our authorized capital to 275,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.01 par value preferred stock. The Financial Industry Regulatory Authority (“FINRA”) approved the amendment, effective October 29, 2014.

HISTORY OF RANCHER ENERGY CORP.On October 17, 2014, we merged into our wholly owned subsidiary, T-Rex Oil, Inc., a Colorado corporation and as a result were re-domiciled in the state of Colorado.

On October 28, 2015, T-Rex Oil, Inc. (“the Company”) filed an Amendment to its Articles of Incorporation to designate the Series A Convertible Preferred Stock.

The Amendment designates 5,000,000 shares of the authorized 50,000,000 shares of the Company’s $0.001 par value preferred stock as the Series A Convertible Preferred Stock (“the Series A Shares.”) The Series A Shares are convertible into common shares of the Company’s stock 9 months after the date of issuance. Further, the Series A Shares have a conversion price based upon 80% of the 10 day average of the Company’s closing market price. The Series A Shares do not accrue dividends and have a deemed purchase price of $2.00 per share.

In October 2015, the Company commenced a private placement financing of $7,000,000 in Units, a Unit consisting of 1 share of its Series A Shares and a Unit Warrant. The Unit Warrant has an exercise price of $3.00 per share and a term of 3 years. The Unit Warrant is exercisable 9 months after issuance and is callable by the Company upon the Company’s common stock closing at a market price of $5.00 or above for a period of 10 days.

At March 31, 2016, the Company had received $793,038 of cash in exchange for the issuance of 409,019 shares of its Series A Preferred Stock and Unit Warrants exercisable for 409,019 shares of common stock.

On July 11, 2016, Nexfuels, Inc. was incorporated on February 4, 2004, as Metalex Resources, Inc.,a wholly-owned subsidiary of the Company in the State of Nevada. PriorColorado (“Nexfuels”). Nexfuels was created to April 2006, we were engageddevelop the Company’s Carbon Dioxide Recovery Project. The Carbon Dioxide Recovery Project (“the Project”) is focused on the development of exhaust stack supplies of carbon dioxide for use in enhanced oil recovery. The project involves the development, build out and operation of a commercial scale carbon capture systems on existing coal fueled electric power plants in the explorationUnited States, specifically in Wyoming.

The Company’s Board of Directors determined that to focus and better implement these strategies necessary to financing and build the Project, the Board of Directors approved the spin-off of Nexfuels on July 15, 2016.

Shareholders of T-Rex, as of the Record Date of August 19, 2016, received one share of Nexfuels common stock for every two shares (2) of T-Rex common stock owned. The stock dividend was based upon 17,097,622 shares of the Company’s common stock that were issued and outstanding as of the Record Date.

As part of the spin-off of Nexfuels, the Company’s Chief Executive Officer and Chairman, Mr. Donald Walford and a gold prospectdirector of the Company Mr. Sears were appointed to the Board of Directors of Nexfuels.

On August 19, 2016, the Company assigned to Nexfuels the following:

An analysis of the properties assigned to Nexfuels by the Company showed that the Company in British Columbia, Canada.accordance with its accounting policies had not capitalized any of the direct or indirect costs associated with the MOUs, the feasibility study or any of the other interests in the project. As such, the Company did not recognize a gain or loss in connection with the Nexfuels spin-off.

ORGANIZATIONAL STRUCTURE

Part of our strategy includes the use of partnerships to not only own individual projects, but to handle the drilling, completion, operation and raising of capital for the funding of such prospects. The Company found no commercially exploitable deposits or reservesone of gold. During April 2006, our stockholders voted to change our name to Rancher Energy Corp.its subsidiaries will then handle the operation and management of the partnership.

From January 2007 through March 2011, Rancher operated fourTerex Energy Corporation

Terex Energy Corporation (“Terex”) was incorporated in the State of Colorado in February 2014. Terex has interests in oil and gas fieldsproperties.

On December 22, 2014, we entered into Exchange Agreements with the Terex shareholders for 100% of the shares of Terex. Pursuant to the Exchange Agreements, we agreed to issue 7,385,700 shares of our restricted common stock for 100% of the issued and outstanding common stock of Terex. The shares were exchanged on a one for one basis. As a result, Terex became a wholly-owned subsidiary of the Company.

The effective date of the acquisition was December 22, 2014, with T-Rex being the legal acquirer. However, since T-Rex is a public company, which had nominal activity, the acquisition was treated as a recapitalization of Terex. Though T-Rex was the legal acquirer in the acquisition, Terex was the accounting acquirer since its shareholders gained control of T-Rex. Therefore, at the date of the acquisition the historical financial statements of Terex became those of T-Rex. As a result, the historical financial statements of Terex supersede any prior financial statements of T-Rex.

Prior to the share exchange with T-Rex, Terex had acquired interests in oil and gas prospects and properties discussed herein. Terex also is an operator of oil and gas properties and as such operates the various properties owned by the Company and its subsidiaries.

Western Interior Oil & Gas Corporation.

Western Interior Oil & Gas Corporation (“Western Interior”) was incorporated in the State of Wyoming in August 2005. Western Interior has producing and developmental oil and gas properties in southwest central Wyoming.

On February 24, 2015, we entered into a Share Exchange Agreement with Western Interior and the shareholders of Western Interior. Under the Share Exchange Agreement we exchanged shares of our common stock for 83% of the issued and outstanding common stock of Western Interior. The acquisition was closed on March 28, 2015 and was effective March 31, 2015. At the time of closing, we issued 7,465,168 shares of our restricted common stock in exchange for shares of Western Interior.

On March 31, 2015, we entered into an amendment to the Share Exchange Agreement whereby we assumed certain repurchase agreements between Western Interior and its dissident shareholders and as a result acquired the remaining 17% of Western Interior. As part of these agreements, we assumed certain promissory notes issued to the dissenting

shareholders in the total amount of $1,770,047 that are collateralized by Western Interior’s assets. As a result, Western Interior has become a wholly-owned subsidiary of the Company.

JK Minerals, Inc.

In January 2016, we were assigned 100% of the equity interest issued and outstanding in JK Minerals, Inc. (“JK Minerals”) by its sole shareholder, Blue Tip Energy Wyoming, Inc. At the time of the assignment, JK Minerals had no outstanding liabilities and its only asset was a license to a 3-D Seismology Report performed in 2004 on the Cole Creek Property acquired by T-Rex #3. JK Minerals was incorporated in Wyoming in July 1991 and has no operations.

T-Rex Oil LLC #3

T-Rex Oil, LLC #3 (“T-Rex #3”) is a Colorado limited liability company organized in January 2016. T-Rex #3 is managed by the Company and T-Rex has a 16.67% equity interest in T-Rex #3 with the remaining 83.33% equity interest being owned by Mr. VanderPloeg who is a former director and shareholder of the Company. Per its Operating Agreement, T-Rex #3 acts and is the holder in title to any and all assets and any related liabilities as well as operations on behalf of the Company.

Therefore, in accordance with authoritative guidance on accounting for consolidation, as set forth in Topic 810-10-15 of the ASC, the Company has included in these consolidated financial statements as of and for the year ended March 31, 2017 any such assets, liabilities, revenues, costs and expenses of T-Rex #3.

T-Rex #3 owns 13,328 gross, 10,000 net acres in the Powder River Basin Wyoming. The fields, acquiredof Wyoming (the “Cole Creek Property”). Effective September 1, 2018, the Company sold its 100% working interest in December 2006 and January 2007, were the South Glenrock B Field, the Big Muddy Field, the Cole Creek South Field and the South Glenrock A Field. In March 2011, we sold all of our interestProperty for $3,500,000 in the four fields to Linc Energy Petroleum (Wyoming), Inc. as part of Rancher’s Plan of Reorganization described in the next paragraph.

On October 28, 2009, we filed a voluntary petition (the “Petition”) for relief in the United States Bankruptcy Court (the “Court”), District of Colorado under Chapter 11 of U.S. Bankruptcy Code (the “Bankruptcy Code,” Title 11 of the U.S.C.). On April 30, 2012, the Company filed its 2^nd Amended Plan of Reorganization (“the Plan”) and Disclosure Statement for 2^nd Amended Plan of Reorganization with the Court. On September 10, 2012, the Court approved the Plan and effective September 28, 2012 the Company was discharged from bankruptcy.cash.

In SeptemberT-Rex Oil LLC #1

T-Rex Oil LLC #1 (“T-Rex #1”) is a Colorado limited liability company organized in December 2014. Terex is the Manager of T-Rex #1 and October 2013, Rancher negotiated and became party to a Participation Agreement for the drilling of two wells in the Niobrara formation in Moffat County in northwestern Colorado, named Kowach #3-25 and Voloshin #3-25. PetroShare Corp. (“PetroShare”), an unaffiliated entity, wasis the operator of the prospect. RancherSioux County, Nebraska project and PetroShare had previouslythe Company has no equity interest in T-Rex #1.

The Company in December 2014 entered into put agreements with the members of T-Rex #1 whereby the Company granted a non-binding letterright to put the purchase of intent by whichtheir interest of T-Rex #1 in the two parties were negotiating and pursuing a business combination (the “LOI”). Rancher contributed its shareamount of $425,000 back to the drilling and completionCompany at an exercise price of $2.00 per share or a total of 212,500 shares of the two wells of approximately $1,200,000. Disputes then developed between Rancher and PetroShare with respect to the wells and the contemplated business combination. On March 10, 2014 (as set forth in a Current Report on Form 8-K of that date), PetroShare notified Rancher that Rancher owed $283,791 for its share of completion costs of the two wells. PetroShare also alleged that it would suspend Rancher’s rights under the operating agreement for the two wells if Rancher fails to pay its share of the costs by April 9, 2014, and that such failure may be considered to be Rancher’s election not to participate in the completion of the wells. Shortly thereafter, on March 12, 2014, PetroShare notified Rancher in writing that PetroShare terminated the LOI and all negotiations for the proposed merger with Rancher.

In a letter dated March 14, 2014, Rancher made certain allegations with respect to PetroShare’s actions, and the parties discussed various alternatives. On March 27, 2014, the Board of Rancher approved an arrangement to settle with PetroShare and on May 5, 2014, the parties entered into an agreement to settle their claims which required, among other things, payment of $100,000 (which payment was received on May 6, 2014). The settlement agreement also requires payment by PetroShare to Rancher of $1,042,237 by June 16, 2014, as well as mutual releases that become effective upon receipt of the final payment. The settlement agreement acknowledges that neither Rancher nor PetroShare admits any liability to the other. Rancher received the remaining $1,042,237 on June 16, 2014.

Rancher did not convey any properties or assets to PetroShare, but (upon receipt of the final payment from PetroShare) Rancher acknowledged that the Participation Agreement and Rancher’s rights under the related joint operating agreement have been terminated. Inasmuch as Rancher had never received an assignment of any interest in the oil and gas leases, it had not obligation or right to assign any interests to PetroShare or to any other person.

It is important to note that Rancher will not be selling or transferring these oil and gas assets. Rancher does not have a direct ownership interest in the leases since no assignment was made to Rancher. Rancher’s only interest in the leases is through the Participation Agreement, under which a dispute has been raised. If the settlement agreement is completed as contemplated (seeNote 12, Subsequent Events), Rancher will be deemed to have withdrawn from the Participation Agreement. If completed as contemplated, Rancher’s board of directors does not consider this to be the sale of all or substantially all of Rancher’s assets.

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 852 “Financial ReportingCompany’s common stock. During Reorganization Proceedings,” which is applicable to companies in Chapter 11, generally does not change the manner in which financial statements are prepared. However, it does require that the financial statements for periods subsequent to the filing of a Chapter 11 case distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business must be reported separately as reorganization items in the statements of operations. The balance sheet must distinguish Prepetition liabilities subject to compromise from both those Prepetition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities that may be affected by a plan of reorganization must be reported at the amounts expected to be allowed, even if they may settled for lesser amounts. In addition, cash provided by reorganization items, if any, must be disclosed separately in the statement of cash flows. The Company adopted ASC 852-10 effective on October 28, 2010 and segregated those items as outlined above for all activity prior to September 28, 2012 which included approximately six months of the fiscal year ended March 31, 2013.

As2017, the Company emerged from bankruptcy, it reviewedissued to the usemembers of “Fresh-start” accounting and determined that under ASC 852,LLC #1 a total of 425,000 shares of its restricted common stock at an exercise price of $1 per share valued at $425,000.

Our Company

NOTE: This report is as of March 31, 2017. Subsequent to such date, due to the depressed oil prices, the business of the Company does not qualifyhas been determined to usebe unsustainable due to lack of capital, and the provisionsCompany is liquidating its assets and seeking a new business.

We are an independent oil and gas exploration and production company focused on the acquisition, enhancement and development of “Fresh-start” accounting. The Company’s voting stockholders immediately beforeoil and gas assets primarily in the confirmation date do not own less than 50%Rocky Mountain region of Wyoming. Based on a 2007 research study conducted by the Enhanced Oil Recovery Institute at the University of Wyoming using reservoir production data provided by the Wyoming Oil and Gas Conservation Commission (“WOGCC”), Wyoming has produced 7,024 million barrels of oil from 1,237 producing fields with the top 400 fields producing 97.7% of the voting sharestotal produced oil, or 6,865 million barrels of oil.

We believe that there remain several under-developed or mismanaged oil and gas properties in Wyoming that with proper field management, application of modern exploration and development techniques, enhanced recovery methods and in-field drilling will increase current production and the ultimate recovery factor of oil and gas reserves from these fields. In addition, while we are focusing on the acquisition of proven properties that we believe can be economically enhanced in this current commodity price environment, in certain market conditions, we believe there could be

additional upside realized through the development of deeper productive horizons, or applying tertiary recovery applications to these acquired fields.

To date, we have focused our activities in Eastern Wyoming along the Salt Creek/Big Muddy trend. Starting with the Salt Creek field in Natrona County, following the Salt Creek/Big Muddy trend down to the South Glenrock field in Converse County, we believe there are a series of analogous fields that could provide ideal targets for us to execute this business strategy. The following fields are located along this trend, which we refer to as the “String of Pearls”.

According to the WOGCC, these fields range in size, but generally produce from similar stacked horizons ranging from the Deep Tensleep to the Wall/Creek/Frontier formations.

We acquired our first assets in 2014 and currently operate wells and properties in the Burke Ranch and Cole Creek Fields. We have identified areas of enhancements available to increase the production and recovery factors of these fields, including well recompletion, stimulation activities, pressure maintenance improvement, down spacing and

enhanced recovery. We believe that several other fields in the area provide evidence of the emerging entity.potential of these operated assets given similar geology and productive horizons. For instance, the Salt Creek field has achieved a nearly 40% recovery factor, developed down to 20 acre spacing utilizing a C0₂(Carbon Dioxide) flood. The Cole Creek field by contrast has achieved a modest 23% recovery factor, based on 80 acre well development. We have identified several behind pipe recompletion opportunities targeting undeveloped productive formations that are currently producing in the Salt Creek field.

As a result, of the issues between Rancher and PetroSharewe believe that developedthere remains significant work to be completed in March 2014 but which were resolved by the final payment received in June 2014, Rancher recorded no valuation reserve against itsour currently operated fields that match our business strategy, while we continue to seek opportunity to acquire additional assets held for sale since it received full reimbursement for the amount recorded on Rancher’s balance sheet at March 31, 2014 for such assets.along this trend.

Rancher intends to continue to consider business opportunities (primarilyOur Properties

We are initially focused on the Salt Creek/Big Muddy trend in the oil and gas industry) to acquireState of Wyoming. This trend covers approximately 8 miles running from Natrona County in the future. Asnorth down to Converse County in the south.

We were attracted to this area based upon the available information of hydrocarbon production, including primary, secondary and in some cases tertiary recovery results. While the size and recovery factors associated with the various fields within the area vary, the general geologic setting is considered to be consistent. We identify the Salt Creek field, which has achieved a 40% recovery factor, as an indicator of the datepotential of these fields that are less developed at this Annual Report and as a resultpoint in time.

Cole Creek Oil Field, Wyoming

Located in the southwest margin of the completionPowder River Basin in Natrona and Converse Counties, approximately 20 miles to the northeast of Casper, Wyoming. Our Leasehold historically produces from 4 Cretacious sand formations, the Shannon, the Frontier, the Dakota and the Lakota. Additionally, there is potential in the Muddy and the Tensleep or Minnelusa formations. We are currently reprocessing and reinterpreting Seismic data previously performed on parts of the PetroShare arrangement described above, Rancher’s only assets consist of cash, prepaid items, and deposits.property.

COMPANY OVERVIEWProduction in the field at this time is from the 2nd Frontier and the Dakota and averages 60 BOPD. We have identified several behind pipe opportunities and plan to develop them in the near term.

Chapter 11 ReorganizationCovering approximately 13,400 gross acres and 19 producing wells and 23 existing well bores.

On October 15, 2009, a promissory note that Rancher issued in October 2007We intend to GasRock Capital LLC (“GasRock” orfocus on the “Lender”) (now known as Magma Assets, LLC) became duere-development of the Shannon and payable. Rancher was unableFrontier formation using new technology and 3-D seismic re-work methods. We intend to paydrill edge and infill wells initially then develop the amount dueproperty for tertiary recovery using polymer floods, surfactants and possibly CO₂ injection.

Burke Ranch Project, Natrona County, Wyoming

The Burke Ranch Field of Wyoming consists of approximately $10.2 million, and was unsuccessful4,500 acres located in reaching an agreement with GasRock to extend or otherwise modify the termssouthwest corner of the promissory note. AsPowder River Basin. The project has a result,potential for 40+ development and exploratory wells. Historically, the Dakota Formation has been the primary objective. The Burke Ranch Unit was originally developed on October 16, 2009, GasRock pursued its rights under80 acre spacing. Downsizing the terms ofspacing to 40 acres and drilling infill and edge wells offers low risk and high potential production.

We are currently permitting a small 3 D seismic project on our acreage to enable us to better define the promissory note and, on October 28, 2009, Rancher filed a Petition for reliefbest development opportunities. There could be additional potential in the Bankruptcy Court.Frontier (Wall Creek), Second Frontier, Niobrara, Mowry, and Tensleep Formations.

On January 26, 2011, the Court granted Rancher’s motion to approve Debtor-In-Possession Secured Financing from Linc Energy Petroleum (Wyoming), Inc. (“Linc Energy”). The Debtor-In-Possession Secured Financing provided for the following:Burke Ranch Field offers a variety of drilling and development opportunities.

On February 24, 2011, the Bankruptcy Court granted Rancher’s motion for an order authorizing (I) sale of substantially all of Rancher’s assets; and (II) assumption and assignment of certain executory contracts and unexpired leases. Pursuant to that order, and effective March 1, 2011, Rancher sold substantially all of its assets to Linc Energy pursuant to an Asset Purchase Agreement in exchange for cash of $20 million, future cash consideration of up to $825,000 and certain other adjustments as specified in the Asset Purchase Agreement. Rancher used the funds from the sale to pay outstanding principal and accrued interest on the secured financing previously received from Linc Energy in the amount of $14,829,950.

On June 15, 2012, Rancher entered into a settlement agreement with Linc Energy and GasRock to resolve Linc Energy’s obligation to pay the $825,000 future cash consideration. The Bankruptcy Court approved this agreement in July 2012, and Rancher received $525,000 plus other consideration as disclosed in Notes 8 and 14 of Rancher’s financial statements for the period ending September 30, 2012 (as reported in its Form 10-Q as of September 30, 2012).

The Plan required Rancher to pay the claims of its creditors as its assets allowed, and permitted, but did not obligate Rancher to continue in the oil and gas industry with a focus as discussed below on the purchase of non-operating interests in oil and gas producing properties. In addition, the Plan provided for cash to be distributed to all creditor classes in order of priority until they were paid in full or no more cash remained above the amount needed to wind up Rancher’s affairs.Big Horn Basin Prospect

The Plan allowed for convertible promissory notes totaling $140,000 held by officersBig Horn Basin, located in north-central Wyoming, is a geological structural basin of sedimentary rocks dating from the Cambrian to Miocene. The principal productive reservoir of oil in the Big Horn Basin to date has been the Pennsylvanian Tensleep Formation. Other producing horizons include the Mississippian Madison Limestone, Permian Phosphoria and directors to be converted into shares of the Company’s common stock at exercise prices of $0.02 per share. The holders elected not to convert the notes, and as such, they were treated as unsecured claims and paid pursuant to the terms for unsecured claims.Cretaceous Frontier Sandstone.

Rancher’s common stockholders did not receive funds after payment ofOur Big Horn Basin projects currently produce from the creditors under the Plan. The rights of the common stockholders were otherwise unimpaired under the Plan.

Warrant holders holding exercisable warrants were cancelledTriassic Crow Mountain, Permian Phosphoria and the holders received one share of Rancher common stock for every 100 shares of common stock the warrant holder would have been entitled to if the warrants were exercised. As a result, Rancher issued 546,068 shares of its common stock to the warrant holders during October 2012.

Business Strategy Post Bankruptcy

Since the completion of its reorganization pursuant to the Plan, Rancher has been investigating business opportunitiesFrontier formations. They provide us with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets.

As expected, the selection of a business opportunity has been a complexboth development and time-consuming process. When Rancher emerged from bankruptcy following the approval and effectiveness of the Plan (as reported in its Form 10-Q as of September 30, 2012), Rancher had:

Rancher believed that its bankruptcy discharge, its working capital, and its continued compliance with the reporting obligations of the Securities Exchange Act of 1934 would make it an attractive candidate for acquisition by a private company seeking to become public through a reverse merger or other form of business combination.exploration opportunities.

The Big Horn Basin Prospect properties have a combination of development and exploration projects. We expect to drill, subject to reasonable financing, between 16 and 36 wells on the properties over the next two years.

Rawhide- This is an opportunity for development of existing production and exploration for deeper reserves. Cumulative historical production to date is approximately 147.0 MBO.

Meeteetse “Deep” - This is an opportunity to develop a large Phosphoria-Tensleep oil field. This is the largest project in the Western Interior portfolio. In mid-2008, the Carter 1 discovery well was re-entered and recompleted in the Phosphoria formation to restore production. Extensive testing and analysis have established Phosphoria 2P reserves on the 240 acre lease block.

Baird Peak - Baird Peak is a well-defined structure with 200’ of new business opportunities was undertaken by or under the supervisionclosure, with multiple pay objectives. Historically, it has produced 128,000 BO.

Nebraska

Sioux and Kimball County, Nebraska

We have development of the Rancher board. Rancher expressed its intention to concentrate on identifying preliminary prospective business opportunities which may be brought to our attentionproject through present associations of our directors, professional advisors or by our stockholders. In analyzing prospective business opportunities, Rancher determined to consider such matters as:

As part of Rancher’s investigation, members of the Rancher board expected to meet personally with management and key personnel. To the extent possible, Rancher intended to utilize written reports and personal investigation to evaluate the above factors. Until it entered into the Participation Agreement with PetroShare for the drilling of up to two exploratory wells in Moffat County, Colorado, in October 2013, Rancher was a “shell company” as defined in the rules and regulations of the Securities and Exchange Commission, and has been looking for a business to acquire since before receiving approval of its plan of reorganization and emerging from Chapter 11 bankruptcy in September 2012. During that period of time, the Rancher board has evaluated a number of potential business combinations in the oil and gas industry as well as other companies involved in other aspects of natural resources businesses. In addition, during and subsequent to the emergence from Chapter 11, the Rancher board members have been contacted by various shareholders who have expressed frustration with the slow pace and in some cases who recommended different business combinations.

In considering the drilling opportunity offered by PetroShare Energy Corp., a privately-held Colorado corporation not affiliated with Rancher (“PetroShare”), and certain other opportunities offered to Rancher before that opportunity, Rancher had determined to consider the following criteria when evaluating such opportunities:T-Rex #1. The project consists of:

NOTE : THESE NEBRASKA PROPERTIES WERE ALL SOLD TO OPEN RANGE, LLC IN JUNE 2017.

Drilling Program and Field Activities

We initiated our operations in Wyoming with the acquisition of the acreage in the Burke Ranch in 2014. Since closing the Cole Creek acquisition, we have focused the majority of our activities in this field and developing a recompletion program and 3D Seismic reprocessing and interpretation program.

We believe there remain a number of activities to complete in the field, including further re-completions, down-spaced drilling and enhanced oil recovery techniques which will most likely start with CO2 “huff and puff” treatments.

Asset Impairment Analysis – March 31, 2017

The Company as of March 31, 2017 reviewed its assets including long-term assets under ASC Topic 360 and concluded the following realizations.

Property and Equipment – Oil and Gas:

Cole Creek Properties

The Company based upon an analysis of its Cole Creek properties and the realization of the eventual disposition of these properties in October 2018 in the amount of $3,500,000 in cash determined that the carrying amount of $80,145 did not require impairment.

Other Properties

The Company, based upon an analysis of its other oil and gas properties and that there was no realization of expected undiscounted future net cash flows from these assets, determined that the carrying amount of $307,948 [net of accumulated DDD&A and asset retirement obligations] be totally impaired as of March 31, 2017.

Investment in T-Rex Oil LLC #1 – Effective August 18, 2016, the Company acquired 100% of the outstanding membership interest in T-Rex Oil LLC #1, a Colorado limited liability company (“LLC #1”) as part of a put agreement with the members of LLC #1, and recorded the investment in LLC #1 at $425,000 as per the put agreement. Thus, due to the significance of this event, the investment was tested under ASC 360 as to its recoverability and recorded at fair value if impairment was required under the accounting guidance. The Company used Level 3 inputs and after reviewing the assets of LLC #1, there was no recoverability in the Company’s investment. As such, there was an impairment of $425,000 during the year ended March 31, 2017.

Business Strategies

Our objective is to create shareholder value by identifying and assembling a portfolio of low-risk assets with attractive economic profiles and leveraging our technical and managerial expertise to deliver industry-leading results. We seek to achieve this objective by executing the following strategies:

Competitive Strengths

We possess a number of competitive strengths that we believe will allow us to successfully execute our business strategies:

On October 3, 2013 (effective September 30, 2013), Rancher executed a Participation Agreement with PetroShare for the purposes of drilling at least one and up to two oil and/or gas wells to test the Niobrara formation to a depth of approximately 7,850 feet total vertical depth (TVD) in Moffatt County, Colorado.

On October 7, 2013, Rancher paid 30% of the costs of drilling the first well (Kowach 3-25) in exchange for a 30% working interest (25.309% net revenue interest), subject to a reduction of the working interest to 25% (and a proportional reduction of the net revenue interest) if Rancher and PetroShare did not complete a business combination. Rancher and PetroShare entered into a non-binding letter of intent by which the two parties were negotiating and pursuing a business combination (the “LOI”). Any business combination was subject to approval by Rancher’s stockholders and a number of other conditions precedent.

In evaluating the Buck Peak Prospect offered by PetroShare, the Rancher board determined that the drilling cost estimates were reasonable and offered a good opportunity for return after consideration of the risks associated with all drilling operations and the engineering reports reviewed by the Rancher board. Because PetroShare has made the final payment to Rancher, the settlement agreement is completed and therefore Rancher no longer has an interest in the Kowach #3-25 and Voloshin #3-25 and related leases. Consequently Rancher is currently a shell company as that term is defined in the SEC’s rules and regulations.

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition

Although Rancher is not currently engaged in active business operations, it is looking for possibilities in the oil and gas industry or with respect to other minerals. There are a large number of companies and individuals engaged in the exploration for minerals and oil and gas; accordingly, there is a high degree of competition for desirable properties. Many ofHowever, the companiesstaff at T-Rex is experienced and individuals so engaged have substantiallyknowledgeable about the Rocky Mountain region and can evaluate potential acquisitions and opportunities with greater financial resources than does Rancher. There can be no assurance that Rancher will be able to compete successfully with these other companies given Rancher’s available resources.efficiency.

Markets

The availability of a ready market for newly discovered oil and gas discovered, if any,reserves will depend on numerous factors beyond the Company’sour control, including the proximity and capacity of refineries and pipelines, and the effect of state regulation of production and of federal regulationsregulation of products sold in interstate commerce and recent intrastate sales. The market pricesprice of oil and gas areis volatile respond to world events, and are beyond Rancher’sour control. The market for natural gas

Global Oil Supply

In the last two years, the produced global oil supply is also unsettled,outpacing oil demand which, in part, has resulted in declining oil prices. It is only in the last several months that production has come into line with demand and gaspricing has seen a relatively stable period, though prices have fluctuated in the past four years with substantial fluctuation, seasonally and annually.not rebound to pre-2014 levels.

There generally are onlyDespite this, the industry continues to work on a limited number of gas transmission companiesproduction decline curve, and the industry continues to focus on trying to replace depleting reserves with existing pipelines in the vicinity of a gas well or wells. If Rancher were to acquire producing gas properties that were not subject to purchase contracts or that were to terminatemore conventional and other parties do not purchase the Company’s gascost effective production there is no assurance that Rancher would be able to enter into purchase contracts with any transmission companies or other purchasers of natural gas and there can be no assurance regarding the price which such purchasers would be willing to pay for such gas. There presently exists an oversupply of gas in the certain areas of the marketplace due to pipeline capacity, the extent and duration of which is not known. Such oversupply may result in restrictions of purchases by principal gas pipeline purchasers.techniques.

Effect of Changing Industry Conditions on Drilling Activity

VolatileLower oil and gas prices have caused an increasea decline in drilling activity in the U.S. from time to time, and at other timesrecently. However, such reduced activity will normally result in a decline. Increasesdecline in drilling, activities usually include an increase in costs, such as drilling costs, lease acquisition costs and equipment costs, and an improvement in the terms under which drilling prospects are generally available. Similarly, when oil and gas prices fall, drilling activity sometimes also reduces, and the costs of doing so also reduce. RancherWe cannot predict what oil and gas prices will be in the future and what effect those prices may have on drilling activity in general, or on itsour ability to generate economic drilling prospects andor to raise the necessary funds with which to drill them.

Effect of Technology

Evolving scientific and technological developments in the last five years have not only provided access to previously unreachable and large reserves, but in many cases have made the production of such reserves highly profitable. In addition, these developments have taken previously shut in fields/wells and made them once again economically viable and in some cases, greatly so.

Federal and StateGovernment Regulations

Governmental Regulation and Environmental Consideration

Numerous federal and state laws and regulations govern the oil and gas industry. These laws and regulationsOur operations are often changed in response to changes in the political or economic environment. Compliance with this evolving regulatory burden is often difficult and costly and substantial penalties may be incurred for noncompliance. The following section describes some specific laws and regulations that may affect us. Rancher cannot predict the impact of these or future legislative or regulatory initiatives. Federal and state taxes have in the past affected the economic viability of such properties.

To the extent that Rancher again engages in operations in the oil and gas industry or other mineral exploration and development, Rancher will be subject to various increasingly stringent federal, state and local laws regulatingand regulations that change from time to time. Many of these regulations are intended to prevent pollution and protect environmental quality, including regulations related to permit requirements for the drilling of wells, bonding requirements to drill or operate wells, the location of wells, the method of drilling, completing and casing wells, the surface use and restoration of properties upon which wells are drilled, the sourcing and disposal of water used in the drilling and completion process, groundwater testing, air emissions, noise, lighting and traffic abatement and the plugging and abandonment of wells. Other regulations are intended to prevent the waste of oil and gas and to protect the rights among owners in a common reservoir. These include regulation of the size of drilling and spacing units or proration units, the number, or density, of wells which may be drilled in an area, the unitization or pooling of oil and natural gas wells and regulations that generally prohibit the venting or flaring of natural gas and that impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells. In addition, our operations hydraulic fracturing, dischargeare subject to regulations governing the pipeline gathering and transportation of materials intooil and natural gas, as well as various federal, state and local tax laws and regulations.

Failure to comply with applicable laws and regulations can result in substantial penalties. Our competitors in the environment,oil and natural gas industry are generally subject to the same regulatory requirements and restrictions that affect our operations. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although we believe we are in substantial compliance with all applicable laws and regulations, such laws and regulations are frequently amended or otherwisereinterpreted. Therefore, we are unable to predict the future costs or impact of compliance.

Regulation of Production

Federal, state and local agencies have promulgated extensive rules and regulations applicable to our oil and natural gas exploration, production and related operations. Most states require drilling permits, drilling and operating bonds and the filing of various reports and impose other requirements relating to the protectionexploration and production of oil and natural gas. Many states also have statutes or regulations addressing conservation matters including provisions governing the size of drilling and spacing units or proration units, the density of wells and the unitization or pooling of oil and natural gas properties. Some states like Wyoming and Colorado allow the forced pooling or integration of tracts to facilitate exploration while other states rely primarily or exclusively on the voluntary pooling of lands and leases. In areas with voluntary pooling, it may be more difficult to develop a project if the operator owns less than 100% of the environment,leasehold. The statutes and regulations of some states limit the rate at which directly impact oil and gas is produced from properties, prohibit the venting or flaring of natural gas and impose certain requirements regarding the ratability of production. This may limit the amount of oil and gas we can produce from our wells and may limit the number of wells or locations at which we can drill. The federal and state regulatory burden on the oil and natural gas industry increases our cost of doing business and affects our profitability. Because these rules and regulations are amended or reinterpreted frequently, we are unable to predict the future cost or impact of complying with these laws.

The Wyoming Oil and Gas Conservation Commission is the primary regulator of exploration development, and production operationsof oil and consequentlygas resources in the principal area in which we operate. The WOGCC regulates oil and gas operators through rules, policies, written guidance, orders, permits and inspections. Among other criteria, the WOGCC enforces specifications regarding drilling, development, production, abandonment, enhanced recovery, safety, aesthetics, noise, waste, flowlines and wildlife.

Regulation of sales and transportation of natural gas

Historically, the transportation and sales for resale of natural gas in interstate commerce have been regulated pursuant to the Natural Gas Act of 1938 (“NGA”), the Natural Gas Policy Act of 1978 and the Federal Energy Regulatory Commission (“FERC”) regulations. Effective January 1, 1993, the Natural Gas Wellhead Decontrol Act deregulated the price for all “first sales” of natural gas. Thus, all of our sales of gas may impactbe made at market prices, subject to applicable contract provisions. Sales of natural gas are affected by the availability, terms and cost of pipeline transportation. Since 1985, the FERC has implemented regulations intended to make natural gas transportation more accessible to gas buyers and sellers on an open-access, non-discriminatory basis. We cannot predict what further action the FERC will take on these matters. Some of the FERC’s more recent proposals may, however, adversely affect the

availability and reliability of interruptible transportation service on interstate pipelines. We do not believe that we will be affected by any action taken materially differently than other natural gas producers, gatherers and marketers with which we compete.

Regulation of sales and transportation of oil

Our sales of crude oil are affected by the availability, terms and cost of transportation. Interstate transportation of oil by pipeline is regulated by the FERC pursuant to the Interstate Commerce Act (“ICA”), the Energy Policy Act of 1992 and the rules and regulations promulgated under those laws. The ICA and its implementing regulations require that tariff rates for interstate service on oil pipelines, including interstate pipelines that transport crude oil and refined products (collectively referred to as “petroleum pipelines”) be just and reasonable and non-discriminatory and that such rates and terms and conditions of service be filed with the FERC.

Intrastate oil pipeline transportation rates are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree of regulatory oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state. Insofar as effective interstate and intrastate rates are equally applicable to all comparable shippers, we do not believe that the regulation of oil transportation rates will affect our operations and costs. These regulations include, among othersin any way that is materially different than those of our competitors who are similarly situated.

Environmental Laws.

Rancher’s operations whenOil and if recommenced) will also begas exploration and development are specifically subject to local,existing federal and state and federal laws and regulations governing environmental quality and pollution control. Such laws and regulations may substantially increase the costs of exploring for, developing or producing oil and gas and may prevent or delay the commencement or continuation of a given operation. To date Rancher’s compliance with these

All of our operations involving the exploration for or the production of any minerals are subject to existing laws and regulations has had no materialrelating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust and other environmental protection controls adopted by federal, state and local governmental authorities as well as the right of adjoining property owners. We may be required to prepare and present to federal, state or local authorities data pertaining to the effect on its operations, capital, earnings, or competitive position,impact that any proposed exploration for or production of minerals may have upon the environment. All requirements imposed by any such authorities may be costly and the costtime consuming and may delay commencement or continuation of such compliance has not been material. Rancher is unable to assessexploration or predict at this time what effect additional regulations or legislation could have on its activities.production operations.

It may be anticipated that future legislation will significantly emphasize the protection of the environment, and that, as a consequence, Rancher’sour activities may be more closely regulated to further the cause of environmental protection. Such legislation, as well as future interpretation of existing laws, may require substantial increases in equipment and operating costs to Rancherus and delays, interruptions or a termination of operations, the extent toof which cannot now be predicted.

Government ContractsTitle to Properties.

The Company hasWe are not the record owner of our interest in our properties and rely instead on contracts with the owner or operator of the property, pursuant to which, among other things, we have the right to have our interest placed of record. As is customary in the oil and gas industry, a preliminary title examination generally will be conducted prior to the time unproved properties or interests are acquired by us. Prior to commencement of drilling operations on such acreage and prior to the acquisition of proved properties, we usually will conduct a thorough title examination and will remedy any significant defects before proceeding with operations or the acquisition of proved properties, as we may deem appropriate.

Our properties are subject to royalty, overriding royalty and other interests customary in the industry, liens incident to agreements, current taxes and other burdens, minor encumbrances, easements and restrictions. Although we are not aware of any material title defects or disputes with respect to our undeveloped acreage, to the extent such defects or disputes exist, we would suffer title failures.

BACKLOG OF ORDERS.

We currently have no orders for sales.

GOVERNMENT CONTRACTS.

We have no government contracts.

Number of Persons EmployedCOMPANY SPONSORED RESEARCH AND DEVELOPMENT.

We are not conducting any research.

NUMBER OF PERSONS EMPLOYED

As of March 31, 2017, T-Rex had 7 full-time employees. Allen Heim, an officer and director of T-Rex, has an Employment Agreement with our subsidiary, Terex. Don Walford and Martin Gottlob, officers and directors of T-Rex, have Employment Agreements with the dateCompany. All officers of this Annual Report, Rancher had twothe Company work 40 hours a week. All other employees its president and a bookkeeper. Directors provide services to Rancher on an as-needed basis.are at will employees.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

ITEM 1A. RISK FACTORS

Risks Relating to Rancher and Its BusinessFORWARD LOOKING STATEMENTS

This document includes forward-looking statements, including, without limitation, statements relating to T-Rex’s plans, strategies, objectives, expectations, intentions and adequacy of resources. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These factors include, among others, the following: our ability of to implement our business strategy; our ability to obtain additional financing; T-Rex’s limited operating history; unknown liabilities associated with future acquisitions; our ability to manage growth; significant competition; our ability to attract and retain talented employees; future government regulations; and other factors described in this filing or in other of T-Rex’s filings with the Securities and Exchange Commission. T-Rex is under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

RISK FACTORS RELATED TO OUR COMPANY

Our business has an operating history of only three years after Bankruptcy emergence and is unproven and therefore risky.

We have incurred lossesbegan operations under the business plan discussed herein about three years ago. Potential investors should be made aware of the risk and difficulties encountered by a new enterprise in the oil and gas industry, especially in view of the intense competition from existing businesses in the industry and current industry conditions. Due to the economics in the industry, and our uneconomical production, in October 2018 we ceased operations in the pastoil and expect to do so in the future.gas industry.

We have a limited revenue history and have a short history of operations.

We have never been profitable. We incurred net losses of $764,139began operations in the oil and $214,631 forgas industry. During the fiscal yearsyear ended March 31, 20142017, we recognized a net loss of $4,306,264 compared to $15,767,831 during the year ended March 31, 2016. Due to the economics in the industry, and 2013, respectively. our uneconomical production, we have ceased operations in the oil and gas industry.

We doare not expectprofitable and the business effort is considered to be profitable duringin an early stage of operations. We must be regarded as a new or development venture with all of the fiscal year ending March 31, 2015, even assumingunforeseen costs, expenses, problems, risks and difficulties to which such ventures are subject.

We are not diversified and we acquire businesswill be dependent on only one business.

Because of our limited financial resources, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within the energy industry and therefore increase the risks associated with our operations beforedue to lack of diversification.

If we complete the proposed transaction with Norris, we will have diversified our operations to include both manufacturing and threading for both the oil and gas industry and the horizontal directional drilling trenchless industry. However, these operations will still be reliant on the oil and gas industry and, in addition, there is no assurance that date. Ourthe acquisition and developmentwill be completed.

We can give no assurance of prospectssuccess or profitability to our investors.

There is no assurance that we will require substantial additionalever operate profitably. There is no assurance that we will generate revenues or profits, or that the market price of our common stock will be increased thereby.

We may have a shortage of working capital expenditures in the future.

The lack of significant working capital and the other uncertainty and factors described throughout this Risk Factors section may impedefuture which could jeopardize our ability to economically acquire, develop,carry out our business plan.

Our capital needs consist primarily of expenses related to geological evaluation, general and exploitadministrative and potential exploration participation and such funds are not currently committed.

If we find oil reserves. Asand gas reserves to exist on a result,prospect, we will need substantial additional financing to fund the necessary exploration and development work. Furthermore, if the results of that exploration and development work are successful, we will need substantial additional funds for continued development. We will need to obtain the necessary funds either through debt or equity financing, some form of cost-sharing arrangement with others or the sale of all or part of the property. There is no assurance that we will be successful in obtaining any financing. These various financing alternatives may not be able to achieve dilute the interest of our shareholders and/or sustain profitability or positive cash flows from operating activitiesreduce our interest in the future.properties.

The CompanyWe will need additional financing for which Rancher haswe have no commitments, and this may jeopardize execution of the Company’sour business plan post-acquisition.plan.

Rancher hasWe have limited funds, available to it as a result of its investment in the Participation Agreement and time and expense pursuing a business combination with PetroShare, offset to some extent by PetroShare’s payment of the settlement amount. Suchsuch funds may not be adequate to carry out athe business plan in the oil and gas industry. The Company’sOur ultimate success depends upon our ability to enter into an appropriate business combination and to raise additional capital on reasonable terms, neither of which can be assured.capital. We have not investigated the availability, source or terms that might govern the acquisition of additional capital and will not do so until it determines the exactwe determine a need for additional financing and what amounts, if any, may be needed.financing. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our availablemodest capital.

Rancher does not currently have business operations,We may in the future issue more shares, which could cause a loss of control by our present management and there can be no assurance that it will be able to enter into a business combination on acceptable terms.current shareholders.

BecauseWe may issue further shares out of our authorized but unissued common stock that would, upon issuance, represent a majority of the limited financial resourcesvoting power and equity of our Company. The result of such an issuance would be that thethose new shareholders and management would control our Company, has, it is unlikely that theand persons unknown could replace our current management. Such an occurrence would result in a greatly reduced percentage of ownership of our Company will be able to diversify its operations. Rancher’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within the energy industry and therefore increase the risks associated with the Company’s operations due to lack of diversification.

We intend to pursue the acquisition of an operating business, but there areby our current shareholders, which could present significant risks and impediments to our ability to do so.

Our sole strategy is to acquire an operating business or properties that comprise an operating business. Successful implementation of this strategy depends on our ability to identify a suitable acquisition target, acquire the target on acceptable terms and integrate its operations. In pursuing acquisition opportunities, we compete with other companies with similar strategies. Competition for acquisition targets may result in increased prices of acquisition targets and a diminished pool of companies available for acquisition. Acquisitions involve a number of other risks, including risks of acquiring undisclosed or undesired liabilities, acquired in-process technology, stock compensation expense, diversion of management attention, potential disputes with the seller of one or more acquired entities and possible failure to retain key acquired personnel. Any acquired entity or assets may not perform relative to our expectations. Our ability to meet these challenges has not been established.

A significant risk in our ability to acquire a business will be the need for Rancher shareholder approval. If required, Rancher shareholder approval may be difficult to obtain because of the diverse shareholder base and the lack of any controlling shareholders, including management.investors.

We have warrants and options issued and outstanding which are convertible into our common stock. A conversion of such equity instruments could have a dilutive effect on existing shareholders.

At March 31, 2017, we have warrants issued and outstanding exercisable into 1,851,877 shares of our common stock at ranges from $0.25 to $3.50 per share and options issued and outstanding exercisable into 1,372,750 shares of common stock at ranges from $0.62 to $1.00 per share. They are exercisable in whole or in part. The exercise of the warrants and/or options into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders.

We will depend upon management, but we may at times have limited participation of management.

Our directors are also acting as our officers. We will be heavily dependent upon their skills, talents and abilities, as well as several consultants to us, to implement our business plan, and may, from time to time, find that the inability of the officers, directors and consultants to devote their full-time attention to our business results in a delay in progress toward implementing our business plan. Consultants may be employed on a part-time basis under a contract to be determined.

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, our officers and directors may have potential conflicts including their time and efforts involved in participation with other business entities. Each officer and director of our business may be engaged in business activities outside of our business, and the amount of time they devote as officers and directors to our business will be up to 40 hours per week. Investors in the Company should critically assess all of the information concerning our officers and directors.

We do not know of any reason other than outside business interests that would prevent our officers and directors from devoting full-time to our Company when the business may demand such full-time participation.

Our officers and directors may have conflicts of interest as to corporate opportunities in which we may not be able or allowed to participate.

Presently there is no requirement contained in our Articles of Incorporation, Bylaws or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company.

We have agreed to indemnification of officers and directors as is provided by Colorado Statute.

Colorado Revised Statutes provide for the indemnification of our directors, officers, employees and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees or agents, upon such person’s promise to repay us therefor if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

Our directors’ liability to us and to our shareholders is limited.

Colorado Revised Statutes exclude personal liability of our directors and our shareholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

RISK FACTORS RELATING TO OUR BUSINESS

Rancher’sOur business, the oil and gas exploration and productionbusiness, has numerous risks which could render the Companyus unsuccessful.

The search for new oil and gas reserves frequently results in unprofitable efforts, not only from dry holes, but also from wells which, though productive, will not produce oil or gas in sufficient quantities to return a profit on the costs incurred. There is no assurance the Companywe will find or produce oil or gas from any of the undeveloped acreagewells we have acquired or which may be acquired by the Company,us, nor are there any assurances that if Rancherwe ever obtainsobtain any production it will be profitable.

RancherWe have substantial competitors who have an advantage over us in resources and management.

We are and will continue to be an insignificant participant in the oil and gas business. Most of our competitors have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying and developing or exploring suitable prospects. Competitors’ resources could overwhelm our restricted efforts to acquire and explore oil and gas prospects and cause failure of our business plan.

We will be subject to all of the market forces in the energy business, many of which could pose a significant risk to the Company’sour operations.

The marketing of natural gas and oil which may be produced by the Company’sour prospects will be affected by a number of factors beyond the Company’sour control. These factors include the extent of the supply of oil or gas in the market, the availability of competitive fuels and alternative energy sources, crude oil imports, the world-wide political situation, price regulation and other factors. Current economic and market conditions have created dramatic fluctuations in oil prices. Any significant decrease in the market prices of oil and gas could materially affect the Company’sour profitability offrom oil and gas activities.

There generally are only a limited number of gas transmission companies with existing pipelines in the vicinity of a gas well or wells. In the event that producing gas properties are not subject to purchase contracts or that any such contracts terminate and other parties do not purchase the Company’sour gas production, there is no assurance that Rancherwe will be able to enter into purchase contracts with any transmission companies or other purchasers of natural gas and there can be no assuranceor regarding the price which such purchasers would be willing to pay for such gas. There may, on occasion, be an oversupply of gas in the marketplace or in pipelines; the extent and duration of such oversupply may affect prices adversely. Such oversupply may result in reductions of purchases and prices paid to producers by principal gas pipeline purchasers. (See “Item 1. Business - Competition, Markets Regulation and Taxation.”)

Rancher has not instituted corporate governance policies or procedures.We believe investors should consider certain negative aspects of our operations.

Rancher currently only has one executive officer who is an employeeDry Holes: We may expend substantial funds acquiring and who serves as our chief executive officer, our principal financial officer and acting chief accounting officer. Rancher has one independent director, an audit committee (although the audit committee doespotentially participating in exploring properties which we later determine not haveto be productive. All funds so expended will be a charter), and Rancher retains a certified public accountant as an independent contractor who provides accounting assistancetotal loss to assist its president and principal financial officer.us.

Rancher’s failureTechnical Assistance: We will find it necessary to maintain effective internal control over financial reporting mayemploy technical assistance in the operation of our business. As of the date of this annual report, we have not allow Ranchercontracted for any technical assistance. When we need it, such assistance is likely to accurately report its financial results, which could cause its financial statements to become materially misleading and adversely affect the trading price of its common stock.

In our Annual Reports on Form 10-K for the fiscal years ended March 31, 2014 and 2013, Rancher reported the determination of management that Rancher had a material weakness in its internal control over financial reporting. Rancher’s management determined that Rancher did not adequately segregate duties of different personnel in its accounting department due to an insufficient complement of staff and inadequate management oversight and due to the fact that Rancher does not have any operations. While Rancher believes that it has made progress in remediating the weakness and has hired a CPA consultant to assist in doing so, Rancher has not completely remediated the weaknesses due to limited resources to add additional experienced staff. Rancher has not implemented a process whereby journal entries are reviewed and approved before being entered into the general ledger, and in general has not implemented comprehensive entity-level internal controls. In addition, Rancher management has failed to implement and monitor appropriate period-end cutoff procedures and to implement adequate timely approval of bank account reconciliations. Until Rancher obtains sufficient financing, Rancher will notbe available at compensation levels we would be able to correct the material weakness in its internal control over financial reporting, its business could be harmed and the stock price of Rancher common stock could be adversely affected.

Rancher may become subject to the regulations under the Investment Company Act of 1940 and subject to regulationpay. However, there is no assurance that would impose significant responsibilities and restrictions on our ability to do business.

The Investment Company Act of 1940 (the “ICA”) is intended to impose additional regulation on companies whose business is to invest or reinvest in, hold, or trade securities of other companies. Companies who own investment securities constituting more than 40% of their assets (not including cash or government securities) are by definition subject to ICA regulation unless the “transient investment company” exemption applies. If Rancher were to become an investment company, itsuch assistance will be subject to a significant amount of additional regulation, significant restrictions in its ability to do business, and significant restrictions on any relationship with affiliates. Rancher would also be subject to more detailed SEC scrutiny and subject to the registration and reporting requirements of the ICA in addition to the reporting requirements of the Securities Exchange Act of 1934. Compliance with these new obligations would restrict Rancher’s opportunities to conduct its business as it has heretofore done, and will result in significantly greater regulatory compliance expenses.

It is likely that any efforts Rancher may make to acquire a businessavailable or, to raise capital will result in substantial cost to Rancher whether or not the efforts are successful.

Rancher’s efforts to enter into a business combination or to raise capital will require legal and accounting compliance, and such efforts can be expensive and time consuming. Most if not all of these costs will be incurred whether or not the business combination or the efforts to raise capital are successful. As a result, shareholders can anticipate any such efforts by Rancher will continue to reduce the amount of available, working capital.

It is likely that any efforts Rancher may make to acquire a business or to raise capital will result in substantial additional dilution to our stockholders.

With a business combination or acquisition in which Rancher may engage, Rancher will likely issue shares of its common stock rather than paying cash for the business (as Rancher will likely need cash for operations). Moreover, if Rancher raises capital for any operations in the future or issues stock for a business combination or acquisition, such action may require the issuance of equity or debt securities which will likely result in substantial dilution to Rancher’s existing stockholders. Although Rancher will attempt to minimize the dilutive impact of any future business acquisition or capital-raising activities, Rancher cannot offer any assurance that it will be able to do so.at an acceptable compensation level.

Rancher’s articlesUncertainty of incorporation require that it indemnify its officersTitle: We will attempt to acquire leases or interests in leases by option, lease, farmout or by purchase. The validity of title to oil and directors for expenses they may incur while serving as officersgas property depends upon numerous circumstances and directorsfactual matters (many of Rancher which may protect the officers and directors, but may also adversely impact Rancher’s working capital and financial condition.

Nevada corporate law provides for the indemnification of Rancher’s directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on Rancher’s behalf. Rancher will also bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person’s promise to repay Rancher therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by Rancher that it may be unable to recoup.

Nevada corporate law excludes personal liability of Rancher’s directors and its stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. This provision does not affect the liability of any director under federal or applicable state securities laws. In addition, Rancher has an effective “errors and omissions insurance” policy for the benefit of its directors and officers in place.

Rancher has significant obligations under the Securities Act of 1934 which are expensive to administernot discoverable of record or by other readily available means) and may distract our management from our business operations.

Because Rancher is a public company filing reports under the Securities Exchange Act of 1934, Rancher is subject to increased regulatory scrutinymany uncertainties of existing law and extensive and complex regulation. The Securities and Exchange Commission has the right to review the accuracy and completeness of Rancher’s reports, press releases, and other public documents. In addition, Rancher is subject to extensive requirements to institute and maintain financial accounting controls and for the accuracy and completeness of its books and records. Normally these activities are overseen by an audit committee consisting of qualified independent directors. While Rancher does have an audit committee, the audit committee is operating without a charter and has not provided the oversight typically found in audit committee supervision.

Rancher may depend upon outside advisors.our application.

To supplement the business experienceGovernment Regulations: The area of the Company’s officer and directors, Rancher may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The Company’s Boardexploration of Directors will make the selection of any such advisors. Furthermore, the Company anticipates that such persons will be engaged on an “as needed” basis without a continuing fiduciary or other obligation to Rancher.

Risks Relating to the Energy Production and/or Distribution Industry

Although Rancher is not currently engaged in the energy production or distribution industry or oil and gas exploration or development, this is the focus of Rancher’s efforts in seeking a business combination. Thus these risks maynatural resources has become relevant and are, therefore, set forth.

Extensivesignificantly regulated by state and federal regulation may be costly to comply with and result in significant fines and penalties.

Companies that explore for and develop, produce and sell oil and natural gas in the United States are subject to extensive federal, state, local and tribal laws and regulations, including complex tax and environmental laws and the corresponding regulations, and are required to obtain various permits and approvals from federal, state, local and tribalgovernmental agencies, and authorities. Rancher engaged in extensive oil and gas operations before and during its bankruptcy, although it sold its properties during its bankruptcy. Notwithstanding the sale of the properties, Rancher may have some environmental obligations stemming from these earlier operations, although none have been identified. Because of the long statute of limitations associated with environmental liabilities, it may be quite a long period of time before any such liabilities become known.

Rancher’s ability to obtain, sustain and renew the necessary permits and approvals from federal, state, local and tribal agencies and authorities on acceptable terms and without unfavorable restrictions or conditions is subject to a change in regulations and policies and to the discretion of the applicable governmental agencies or authorities, among other factors. Possible regulation related to global warming and climate change could have an adverse effect on our operationsoperations. Compliance with statutes and demand for oil and gas.

Competition in the oil and natural gas industry is intense, and many of our competitors have resources that are substantially greater than ours.

Rancher hopes to operate in the highly competitive environment for producing prospects and productive properties, marketing oil and gas and securing equipment and trained personnel. As a small company expecting to be engaged in oil and gas operations, most competitors, including major and large independent oil and gas companies, possess and employ financial, technical and personnel resources substantially greater than those of Rancher. Those companies may be able to develop and acquire more prospects and productive properties than our financial or personnel resources permit. Our ability to acquire additional prospects and discover reserves in the future will depend on our ability to evaluate and select suitable properties and consummate transactions in a highly competitive environment. Also, there is substantial competition for capital available for investment inregulations governing the oil and gas industry. Larger competitorsindustry could significantly increase the capital expenditures necessary to develop our prospects.

Nature of our Business:Our business is highly speculative, involves the commitment of high-risk capital and exposes us to potentially substantial losses. In addition, we will be in direct competition with other organizations which are significantly better financed and staffed than we are.

General Economic and Other Conditions: Our business may be better ableadversely affected from time to withstand sustained periods of unsuccessful drilling and absorb the burden oftime by such matters as changes in lawsgeneral economic, industrial and regulations more easily than we can, which would adversely affect our competitive position. Rancher may not be ableinternational conditions; changes in taxes, oil and gas prices and costs; excess supplies and other factors of a general nature.

Our business is subject to compete successfully in the future in acquiring prospective properties, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital.significant weather interruptions.

SeasonalOur activities may be subject to periodic interruptions due to weather conditions and lease stipulationsconditions. Weather-imposed restrictions during certain times of the year on roads accessing properties could adversely affect our ability to conductbenefit from production on such properties or could increase the costs of drilling activities where we expect to operate.new wells because of delays.

OilReserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves. The Company’s current estimates of reserves could change, potentially in material amounts, in the future, in particular due to the recent significant decline in commodity prices.

The process of estimating crude oil and natural gas operationsreserves is complex and inherently imprecise. It requires interpretation of available technical data and many assumptions, including assumptions relating to current and future economic conditions, production rates, drilling and operating expenses and commodity prices. Any significant inaccuracy in these interpretations or assumptions could materially affect our estimated quantities and present value of our reserves. SeePart I, Item 2for information about our estimated crude oil and natural gas reserves, PV-10 and Standardized Measure of discounted future net cash flows as of March 31, 2017.

In order to prepare reserve estimates, we must project production rates and the amount and timing of development expenditures. Our booked proved undeveloped reserves must be developed within five years from the date of initial booking under SEC reserve rules. Changes in the Rocky Mountains are sometimes adversely affected by seasonal weather conditions and lease stipulations designed to protect various wildlife and surface interests in the prospect. These restrictions may limittiming of development plans that impact our ability to operatedevelop such reserves in those areasthe required time frame could result in fluctuations in reserves between periods as reserves booked in one period may need to be removed in a subsequent period.

We must also analyze available geological, geophysical, production and engineering data in preparing reserve estimates. The extent, quality and reliability of this data can potentially intensify competition for drilling rigs, oil field equipment, services, supplies and qualified personnel, which may lead to periodic shortages. These constraintsvary with the uncertainty of decline curves and the resulting shortages or high costs could delay our operationsability to model heterogeneity of the porosity, permeability and materially increase ourpressure relationships in unconventional resources. The process also requires economic assumptions, based on historical data but projected into the future, about matters such as crude oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and capital costs.availability of funds.

The prices used in calculating our estimated proved reserves are, in accordance with SEC requirements, calculated by determining the unweighted arithmetic average of the first-day-of-the-month commodity prices for the preceding 12 months. Commodity prices declined significantly in the fourth quarter of calendar year 2016 and were unstable during fiscal year 2016 and if such prices do not increase significantly, our future calculations of estimated proved reserves will be based on lower commodity prices which could result in our having to remove non-economic reserves from our proved reserves in future periods, and our properties will be uneconomical.

Oil

Actual future production, crude oil and natural gas operations are affected by fluctuationsprices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable crude oil and natural gas reserves will vary and could vary significantly from our estimates. Any significant variance could materially affect the estimated quantities and present value of our reserves, which in turn could have an adverse effect on the value of our assets. In addition, we may adjust estimates of proved reserves, potentially in material amounts, to reflect production history, results of exploration and development, prevailing crude oil and natural gas prices and other factors, many of which are beyond our control.

We are required to write down the carrying values of our crude oil and natural gas properties if crude oil prices remain at their current levels or decline further.

Accounting rules require that we periodically review the carrying values of our crude oil and natural gas properties for possible impairment. Based on specific market factors, prices and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying values of our crude oil and natural gas properties. A write-down results in a non-cash charge to earnings. We have incurred impairment charges in the past and may incur additional impairment charges in the future, particularly if crude oil prices remain at their currently low priceslevels or decline further, which could have a material adverse effect on our results of operations for the futureperiods in which such charges are taken. We have impaired all of our operations.properties.

If exploration effortsWe are successfulsubject to significant operating hazards and uninsured risk in identifying economic amountsthe energy industry.

Our proposed operations will be subject to all of the operating hazards and risks normally incident to exploring, drilling for and producing oil and gas, such as encountering unusual or unexpected formations and pressures, blowouts, environmental pollution and personal injury. We will maintain general liability insurance, but we have not obtained insurance against such things as blowouts and pollution risks because of the prohibitive expense. Should we sustain an uninsured loss or liability, or a loss in excess of policy limits, our ability to operate may be materially adversely affected.

We are subject to federal income tax laws and changes therein which could adversely impact us.

Federal income tax laws are of particular significance to the oil and gas industry in which we engage. Legislation has eroded various benefits of oil and gas producers and subsequent legislation could continue this trend. Congress is continually considering proposals with respect to federal income taxation which could have a material adverse effect on our future success will depend largelyoperations and on the prices received for any oil or gas production. Prices received also will affect the amount of future cash flow available for capital expenditures and may affect theour ability to raise additional capital. Lower prices may also affect the amount of natural gas and oil that can be economically producedobtain risk capital which our industry has traditionally attracted from reserves either discovered or acquired.taxpayers in high tax brackets.

Prices for natural gas and oil fluctuate widely. For example, natural gas and oil prices declined significantlyWe are subject to substantial government regulation in 2008, and, for an extended period of time, remained below prices obtained in previous years. Factors that can cause price fluctuations include:

Volatile costs of oil and natural gas exploration will make it difficult to budget and maythe energy industry which could adversely affect Rancher’s operations.impact us.

The costsproduction and sale of oil and gas exploration, such asare subject to regulation by state and federal authorities, the costsspacing of drilling rigs, casing, cement, and pumps,wells and the fuelprevention of waste. There are both federal and parts necessary to keepstate laws regarding environmental controls which may necessitate significant capital outlays, resulting in extended delays, materially affect our earnings potential and cause material changes in the rigs and pumps operating and the costs of the oil field service crews have been volatile over the past few years in direct proportion to the amount of oil and gas exploration then ongoing. As with most other companies involved in resource exploration and development, weour proposed business. We cannot predict what legislation, if any, may be adversely affectedpassed by future increases in the costs of conducting exploration, development and resource extraction that may not be fully offset by increases in the price received on sales of oilCongress or natural gas.

Rancher expects to engage in the oil and gas business, an industry that involves many operating risks that can cause substantial losses.

The oil and natural gas business involves a variety of operating risks, including:

If any of these events occur, Rancher could incur substantial losses as a result of:

If Rancher were to experience any of these problems, it could affect well bores, gathering systems and processing facilities, any one of which could adversely affect the companies’ ability to conduct operations. Rancher may be affected by any of these events more than larger companies because it has limited working capital. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs and is not fully covered by insurance, it could adversely affect operations. Moreover, we cannot assure Rancher stockholders that we will be able to maintain adequate insurancestate legislatures in the future, at rates considered reasonable.

Risks Relating to Our Stockor the effect of such legislation, if any, on us. Such regulations may have a significant effect on our operating results.

We may in the future issue more shares which could cause a loss of control by our present management and current stockholders.

RISK FACTORS RELATED TO OUR STOCK

WeThe regulation of penny stocks by SEC and FINRA may issue further shares as consideration fordiscourage the cash or assets or services outtradability of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current stockholders, which could present significant risks to investors.securities.

Rancher common stock has and will likely continue to experience price volatility.

Prior to June 10, 2014, Rancher common stock was traded on the OTCQB. Since emerging from bankruptcy protection in September 2012, Rancher common stock has traded as high as $0.03 per share (January 2013 through March 2013) and as low as less than $0.01 per share (currently). During that period, Rancher’s trading volume has ranged from as low as zero shares per day (May 27, 2014) to more than 30,000,000 shares per day (April 26, 2013). Until a larger secondary market for Rancher common stock develops, the price of and trading volume for Rancher common stock will likely continue to fluctuate substantially. The price of and trading volume for Rancher common stock is impacted not only by its performance and announcements, but also by general market conditions and other factors thatWe are beyond Rancher’s control or influence and which may be unrelated to its performance.

Rancher stock is thinly-traded and as a result investors may be unable to sell at or near ask prices or at all.

Our common stock is thinly-traded on the OTCQB, an over-the-counter speculative trading marketplace. The OTC market typically offers less liquidity that other trading markets, meaning that the number of persons interested in purchasing the Company’s common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if it came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as Rancher or purchase or recommend the purchase of any of our common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the our common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the stock price. Rancher cannot give you any assurance that a broader or more active public trading market for the Company’s common stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, the Company can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their shares in the Company.

Rancher common stock is subject to the penny stock rules which limit the market for Rancher common stock.

Rancher’s common stock is classified as a “penny stock” because it is quoted on the OTCQB withcompany. Our securities are subject to a market price below $5.00 per share. SEC rules impose additionalSecurities and Exchange Commission rule that imposes special sales practice requirements onupon broker-dealers that recommend the purchase or sale of penny stockswho sell such securities to persons other than those who qualify asestablished customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000, excluding the primary residence, or having an “established customer” or an “accredited investor.” This includesannual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the requirement that arule, the broker-dealer must make a special suitability determination that investmentsfor the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks are suitable forstocks. Consequently, the customer and must make special disclosuresrule will affect the ability of investors to the customers concerning the risk of penny stocks. Many broker-dealers decline to participatesell their securities in penny stock transactionsany market that might develop therefor because of the extra requirements imposedit imposes additional regulatory burdens on penny stock transactions. Application

In addition, the Securities and Exchange Commission has adopted a number of the penny stock rules to Rancher common stock reducesregulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7 and 15g-9 under the market liquidity of its shares, which in turn affects the ability of holders of Rancher common stock to resell the shares they purchase, and they may not be able to resell at prices at or above the prices they paid.

Securities Exchange

Rancher commonAct of 1934, as amended (the “Exchange Act”). Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock was downgraded to the OTC Markets Pink Sheets.transactions.

AsShareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of June 10, 2014, Rancher’sfraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level and consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

We will pay no foreseeable dividends in the future.

We have not paid dividends on our common stock was downgraded fromand do not ever anticipate paying such dividends in the OTCQB and quoted onforeseeable future.

Our investors may suffer future dilution due to issuances of shares for various considerations in the Pink Sheets because it does not comply with the new rules for OTCQB-listed companies. This downgradefuture.

There may be substantial dilution to our shareholders as a lower tierresult of future decisions of the OTC market may reflect negatively on Rancher’s stock price.Board to issue shares without shareholder approval for cash, services or acquisitions.

At March 31, 2017, we have warrants issued and outstanding exercisable for 1,851,877 shares of our common stock at ranges from $0.25 to $3.50 per share. In addition, we have options exercisable into 1,372,750 shares of our common stock at ranges from $0.62 to $1.00 per share. The warrants and options are exercisable in whole or in part. The exercise of the warrants and/or options into shares of our common stock could have a dilutive effect to the holdings of our existing shareholders.

Rule 144 sales in the future may have a depressive effect on our stock price.

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholdersshareholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares,securities, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, may sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of athe company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of six month.months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders,shareholders, may have a depressive effect upon the price of the common stock in any market that may develop.

Our common stock may be volatile, which substantially increases the risk that you may not be able to sell your shares at or above the price that you have paid for the shares.

Because of the limited trading market for our common stock and because of the possible price volatility, you may not be able to sell your shares of common stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our securities may suffer greater declines because of our price volatility.

The price of our common stock that will prevail in the market at any given time may be higher or lower than the price you paid. Certain factors, some of which are beyond our control, that may cause our share price to fluctuate significantly include, but are not limited to the following:

Additionally, in recent years the stock market in general, and the over-the-counter markets in particular, have experienced extreme price and volume fluctuations. In some cases, these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, class action litigation often has been brought against companies following periods of volatility in the market price of those companies’ common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion of management attention and resources, which could have a further negative effect on your investment in our stock.

Any new potential investors will suffer a disproportionate risk and there will be immediate dilution of existing investor’s investments.

Our present shareholders have acquired their securities at a cost significantly less than that which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

Our business is highly speculative and the investment is therefore risky.

Due to the speculative nature of our business, it is probable that the investment in shares will result in a total loss to the investor. Investors should be able to financially bear the loss of their entire investment. Investment should, therefore, be limited to that portion of discretionary funds not needed for normal living purposes or for reserves for disability and retirement.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

REAL ESTATE.

None.

PATENTS AND PATENT APPLICATIONS.

None.

OIL AND GAS PROPERTIES.

Our oil and natural gas properties are located in the states of Wyoming and Nebraska.

Title to Properties

As is customary in the oil and natural gas industry, we generally conduct a preliminary title examination prior to the acquisition of properties or leasehold interests. Prior to commencement of operations on such acreage, a thorough title examination will usually be conducted and any significant defects will be remedied before proceeding with operations.

We believe the title to our leasehold properties is good, defensible and customary with practices in the oil and natural gas industry, subject to such exceptions that we believe do not materially detract from the use of such properties. With respect to our properties of which we are not the record owner, we rely instead on contracts with the owner or operator of the property or assignment of leases, pursuant to which, among other things, we generally have the right to have our interest placed on record.

Our properties are generally subject to royalty, overriding royalty and other interests customary in the industry, liens incident to agreements, current taxes and other burdens, minor encumbrances, easements and restrictions. We do not believe any of these burdens will materially interfere with our use of these properties.

Summary of Oil and Natural Gas Reserves

We have not obtained a reserve report for the fiscal year ended March 31, 2017 because oil prices declined so significantly that our properties are uneconomical and therefore no projected reserve value can be recognized.

Reserves attributable to our Nebraska, Burke Ranch, Wyoming, and certain undeveloped properties at Western Interior were not considered in any reserves, as those properties are undeveloped and non-producing at this time.

Rancher

Reserves

We do not compute reserves for this year, because our production is uneconomical, and it would be misleading to suggest that we can even compute reserves, due to impairment from the economics of the industry.

Proved developed oil reserves are reserves that can be recovered through existing wells with existing equipment and operating methods and are based upon multiple assumptions, including prices, and production costs.

There are no proved undeveloped oil reserves at March 31, 2017. Proved undeveloped oil reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for completion. Proved undeveloped reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic productivity at greater distances. We have no plans at this time as to when we will paydevelop these proved undeveloped locations.

Estimates of proved developed and undeveloped reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price and production cost changes and other factors. See “— Qualifications of Technical Persons and Internal Controls Over Reserves Estimation Process.”

Qualifications of Technical Persons and Internal Controls Over Reserves Estimation Process

Our internal staff of geoscience professionals work closely with our independent petroleum engineers to ensure the integrity, accuracy and timeliness of data furnished to them in their reserves estimation process. We review with them our properties and discuss methods and assumptions used in their preparation of our fiscal year-end reserves estimates. While we have no foreseeableformal committee specifically designated to review reserves reporting and the reserves estimation process, a copy of each of the NSAI reserve reports is reviewed with representatives of NSAI and our internal technical staff before we disseminate any of the information. Additionally, our senior management reviews and approves the final reserve report and any significant internally estimated changes to our proved reserves on an annual basis.

Estimates of oil and natural gas reserves are projections based on a process involving an independent third party engineering firm’s collection of all required geologic, geophysical, engineering and economic data, and such firm’s complete external preparation of all required estimates and are forward-looking in nature. These reports rely upon various assumptions, including assumptions required by the SEC, such as constant oil and natural gas prices, operating expenses and future capital costs. The process also requires assumptions relating to availability of funds and timing of capital expenditures for development of our proved undeveloped reserves. These reports should not be construed as the current market value of our reserves. The process of estimating oil and natural gas reserves is also dependent on geological, engineering and economic data for each reservoir. Because of the uncertainties inherent in the

interpretation of this data, we cannot be certain that the reserves will ultimately be realized. Our actual results could differ materially. See “Note 14 — Supplemental Information Relating to Oil and Natural Gas Producing Activities (Unaudited)” to our audited consolidated financial statements for additional information regarding our oil and natural gas reserves. (Note: We have impaired our properties and do not compute reserves due to the uneconomic conditions, resulting from low prices and high production costs.)

Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to beeconomically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methodsand government regulations. (See note at the end of the previous paragraph.) The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, NSAI employs technologies consistent with the standards established by the Society of Petroleum Engineers. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps and available downhole and production data, and well test data.

Summary of Oil and Natural Gas Properties and Projects

Production, Price and Cost History

During the fiscal year ended March 31, 2017, we had production from and sold oil from our properties in the Big Horn Basin and in the Cole Creek Field and for the fiscal year ended March 31, 2016 we had production from and sold oil from our properties in the Big Horn Basin and during the fourth quarter of the fiscal year ended March 31, 2016 we recognized production from and sales of oil from our properties in the Cole Creek Field. We determined that none of this production was economical under current market conditions.

Developed and Undeveloped Acreage

The following table presents our total gross and net developed and undeveloped acreage by region as of March 31, 2017 and 2016:

Holders of the Company’s common stock are entitled to receive such dividends as may be declared by T-Rex’s board of directors. The Company has not declared or paid any dividends on T-Rex’s common shares and it does not plan on declaring any dividends in the near future. The Company currently intends to use all available funds to finance the operation and expansion of its business.

RancherRecent Sales of Unregistered Securities

During the fiscal years ended March 31, 2017 and 2016, we made the following sales of our unregistered securities.

Exemption From Registration Claimed

Except as noted below, all of the above sales by the Company of its unregistered securities were made by the Company in reliance upon Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”). All of the individuals and/or entities that purchased the unregistered securities were either existing shareholders, sophisticated shareholders of the acquirees, Terex and Western Interior, consultants or sophisticated investors known to the Company and its management through pre-existing business relationships. All purchasers were provided access to all material information which they requested, and all information necessary to verify such information and were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

The April through December 2015 issuance by the Company of its unregistered securities was made by the Company in reliance upon Regulation S of the 1933 Act. The party that purchased the unregistered securities was known to the Company and its management through a pre-existing business relationship. The purchaser was provided access to all material information which they requested and all information necessary to verify such information and was afforded access to management of the Company in connection with their purchase. The purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. The certificate representing such securities that was issued contained a restrictive legend, prohibiting further transfer of the certificate representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.

Issuer Purchases of Equity Securities

T-Rex did not repurchase any shares of its common stock during the fiscal years ended March 31, 2017 and 2016.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by us, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm’s report on the Company’s financial statements as of March 31, 2017, and for each of the years in the two-year period then ended, includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.

NOTE: This report is as of March 31, 2017. Subsequent to such date, due to the depressed oil prices, the business of the Company has been determined to be unsustainable due to lack of capital, and the Company is liquidating its assets and seeking a new business.

PLAN OF OPERATIONS

Due to the significant reduction in oil prices we have suspended all production, rework and exploration operations as of October 2018. We are in a liquidation made from our assets as of year-end.

We will require substantial additional capital to support any future operations. We have no committed source for any additional funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income and could fail in business as a result of these uncertainties.

RESULTS OF OPERATIONS

For the Year Ended March 31, 2017 Compared to the Year Ended March 31, 2016

Overview: During the year ended March 31, 2017, the Company recognized a net loss of ($4,306,264) compared to a net loss of ($15,767,831) for the year ended March 31, 2016. The decrease of $11,461,567 is primarily the result of a decrease in operational activities, and reduced impairment of oil and gas properties compared to previous year. Discussions of individually significant line items follow:

Revenues:During the year ended March 31, 2017, the Company recognized revenues of $1,182,683. During the year ended March 31, 2016, the Company recognize revenues of $547,000.

Operating Expenses:During the year ended March 31, 2017, the Company had a decrease of $12,810,504 in total operating expenses as a result of the following:

A decrease in impairment by approximately $10,400,000. General and administrative expenses decreased by approximately $500,000 primarily as a result of decreases in staffing. Depletion, depreciation, amortization and accretion decreased by approximately $3,150,000. Exploration costs increased to $152,854 due to the Company focusing its efforts on existing producing wells.

LIQUIDITY

We have incurred a net loss of $4,249,276 for the year ended March 31, 2017 and have had an unprofitable operating history. At year end we had $53,210 in cash, accounts receivable of $83,595, which might not be collected, and prepaid items of $205,637. On the other hand, we had $1,564,540 in current liabilities, current asset retirement obligations of $183,731, and notes payable of $1,181,212, for a total of current liabilities of $2,929,483, vs. cash assets of $53,210. We have additional long-term asset retirement obligation liabilities of $ 1,236,516 for total liabilities of $4,165,999. These total liabilities of $4,165,999 compare to our total assets of $2,151,873.

Capital Contributions and Debt Incurrence

Equity

During the year ended March 31, 2017, the Company sold 652,888 shares of its restricted common stock for $669,278 in cash. In addition, the Company issued 50,000 shares of its common stock for services valued at $89,500, issued 50,000 shares of its common stock for the exercise of an option in cash at $0.10 per share, issued 450,000 shares of its common stock for the exercise of options through the payment of debt at between $0.04 and $0.10 per share, and issued 75,000 shares of its common stock for consideration of a loan to the Company valued at $49,752. Also, the Company issued 572,055 shares of its common stock in connection with the conversion of 409,019 shares of its Series A Preferred Shares at a price of $1.43 per share. Further, and as part of the Company entering into put agreements in December 2014 with the members of T-Rex Oil, LLC#1 (“LLC #1) whereby the Company granted a right to put the purchase of their interest of LLC #1 in the amount of $425,000 back to the Company. Thus, the Company issued to the members of LLC #1 a total of 425,000 shares of its restricted common stock at an exercise price of $1 per share valued at $425,000.

During the year ended March 31, 2016, the Company as part of a private placement sold 680,536 shares of its restricted common stock for $509,133 in cash and 11,000 shares for $27,000 in cash. In April 2015, the Company entered into a Subscription Agreement to sell up to 2,800,000 shares of its restricted common stock pursuant to Regulation S of the Securities Act in exchange for funds totaling $6,020,000. In July 2015, the Company and Schwaben Kapital GmbH amended their Subscription Agreement pursuant to Regulation S of the Securities Act to extend the expiration of the Subscription Agreement from June 30, 2015 to September 30, 2015.The Agreement was terminated as of September 30, 2015 and during the year ended March 31, 2016, the Company sold 664,050 shares of its restricted common stock as part of the Subscription Agreement for $1,345,000 in cash or $2.15 per share. In addition, the Company issued 8,000 shares of its restricted common stock as payment of an accounts payable in the amount of $20,000 and the Company recognized no gain or loss between the face value of the accounts payable and the fair value of the restricted common stock.

The Company will need substantial additional capital to support any future energy operations. The Company has no committed source for any funds but as of March 31, 2017, we have $53,210 in cash. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan and we may never achieve sales sufficient to support our operations.

The Company used cash flows in operations of $1,317,589 during the year ended March 31, 2017 that was adjusted by non-cash items including: depreciation, depletion, amortization and accretion of $281,714, an asset impairment of $732,948, equity based compensation of $669,752 and loss on disposition of assets of $320,399.

The Company used cash flows in investing activities of $274,685 during the year ended March 31, 2017 that was primarily comprised of: additions to oil and gas properties of $315,566, proceeds from the sale of mineral interest of $75,000 and additions to other assets of $34,119.

The Company was provided cash flows from financing activities of $1,217,280 during the year ended March 31, 2017 through $674,278 from the sale of restricted common stock and the cash contribution of a director and shareholder of $200,000, net of $343,002 in repayment of notes payable.

Promissory Notes

On February 28, 2017, the Company borrowed $55,000 from the former operator of its Cole Creek properties in exchange for a promissory note including interest at the rate of 8% per annum with accrued and unpaid interest due at August 31, 2017. The proceeds from the loan were used to acquire a bond from the State of Wyoming for purposes of the Company to continue to operate the Cole Creek properties. On November 1, 2018, the Company paid dividendsthe note holder $58,000 in complete satisfaction of the debt.

On November 3, 2016, the Company borrowed $300,000 in exchange for a convertible promissory note at the rate of 12% per annum with accrued and unpaid interest and principal due January 31, 2017. The due date of the promissory note was extended to May 1, 2017. The promissory note is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the Company issued the holder of the promissory note 75,000 shares of the Company’s common stock valued at $49,752 and a warrant to acquire 50,000 shares of Nexfuels shares of common stock. At March 31, 2017, the Company owes $300,000 on the promissory note plus accrued interest of $14,597. On November 1, 2018, the Company paid the note holder $275,000 in complete satisfaction of the debt.

On August 11, 2016, the Company borrowed $100,000 from a former director of the Company, who owns a 85.71% interest in LLC#3 in exchange for a promissory note including interest at the rate of 15% per annum with accrued and unpaid interest and principal due on August 11, 2017. During the term of the promissory note the Company agreed to pay the holder 30% of the net revenues received from the sale of oil from the Cole Creek properties, starting August 2016. At March 31, 2017, the Company owes $100,000 on the promissory note plus accrued interest of $7,459. On November 1, 2018, the Company paid the note holder $1,600,000 as complete satisfaction of the debt including repayment of the $1,400,000 that the note holder contributed to LLC #3.

On April 25, 2016, the Company borrowed $50,000 from a director of the Company in exchange for an unsecured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to March 31, 2017, with all other terms remaining in effect. At March 31, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $5,573. On November 5, 2018, the Company paid the note holder $68,000 in complete satisfaction of the debt.

During the year ended March 31, 2016, the Company paid $341,405 in principal towards the repayment of promissory notes relative to the repurchase of 18,717 shares of Western Interior common stock owned by dissident shareholders as part of agreements effective March 31, 2015 to repurchase a total of 33,085 shares of Western Interior common stock. At March 31, 2017, the Company owes $488,298 on a promissory note plus accrued interest at the rate of 3.5% per annum of $29,873. The During the year ended March 31, 2019, the Company transferred certain oil and gas properties in complete satisfaction of the debt.

On January 14, 2016, the Company borrowed $50,000 from a director and officer of the Company who resigned from the Company on September 14, 2016 in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. On October 2016, the holder of the promissory note filed suit against the Company for payment of the promissory. At March 31, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,026. In August 2017, the Company settled with the former director and officer of the Company by transferring certain oil and gas properties in complete satisfaction of the debt.

On January 14, 2016, the Company borrowed $50,000 from a then director, in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to December 31, 2016, with all other terms remaining in effect. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. At March 31, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,206. On November 5, 2018, the Company paid the note holder $50,000 in complete satisfaction of the debt.

On August 1, 2015, the Company, relative to the repurchase by the Company on March 31, 2015 of the remaining 14,368 shares of Western Interior common stock entered into an agreement with the note holder to settle the amount owed under the promissory note. As such, the parties agreed the amount owed on such promissory note by the Company would be reduced from $768,715 to $393,795 and the difference of $374,920 be considered a reduction in the purchase price by the Company of the 14,368 shares of Western Interior common stock. In addition, the $393,795 was paid in full effective August 1, 2015 by the transfer to the note holder of certain oil and gas properties owned by Western Interior which resulted in the Company reporting a gain on disposal of assets in the amount of $44,100.

Line-of-Credit

The Company has a line-of-credit with a bank in the original amount of $350,000 collateralized by certain oil and gas properties of the Company. Annual interest is at prime plus 2.50% with a floor of 7%. At March 31, 2017, the Company owes $111,914 plus accrued interest of $4,092. The line-of-credit matured in November 2016 and is in default. This note was acquired by one of our note holders and was settled in August 2017.

Short Term

On a short-term basis, we have not generated revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as the Company continues exploration activities.

Capital Resources

The Company has only equity as its capital resource.

We have no material commitments for capital expenditures within the next year; however, our plans to develop our existing oil properties are capital intensive and capital will be needed to pay for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital sufficient to meet our cash needs. The Company will have to seek loans or equity placements to cover such cash needs. Recompletions and re-works on existing wells, along with exploration activities will spur the need for additional financing is likely to increase substantially.

No commitments to provide additional funds have been made by the Company’s management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow us to cover the Company’s expenses as they may be incurred.

The Company will need substantial additional capital to support its proposed future energy operations. We have insufficient revenues to cover our corporate costs. The Company hasno committed source for any funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sufficient sales or royalty income and could fail in business as a result of lack of capital.

Decisions regarding future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis. The Company may, in any particular case, decide to participate or decline participation. If participating, we may pay the proportionate share of costs to maintain the Company’s proportionate interest through cash flow or debt or equity financing. If participation is declined, the Company may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

Critical Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of T-Rex Oil, Inc. and its wholly owned subsidiaries. All intercompany balances have been eliminated during consolidation.

The Company owns a 14.29% interest in T-Rex Oil, LLC #3, a Colorado limited liability company (LLC #3”) and the remaining 85.71% economic interest is held by a former director and shareholder of the Company. The Company has identified LLC #3 as a variable interest entity (VIE). The Company holds current rights that gives it the power to direct the activities of the VIE which most significantly impact the VIE’s economic performance including provisions that give the Company the right to receive potentially significant benefits. As member manager of LLC #3, the Company continuously evaluates whether it has a controlling interest in LLC#3. Therefore, the Company has included LLC #3 as a wholly owned subsidiary eliminating all intercompany balances during consolidation.

Accounts Receivable

Accounts receivable are stated at their cost less any allowance for doubtful accounts. The allowance for doubtful accounts is based on the management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivable. If there is deterioration in a major customer’s creditworthiness or if actual defaults are higher than the historical experience, the management’s estimates of the recoverability of amounts due to the Company could be adversely affected. Based on the management’s assessment, there is no reserve recorded at March 31, 2017 and 2016.

Oil and Gas Producing Activities

The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $11,679,817 and $11,368,626 at March 31, 2017 and 2016, respectively.

Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties.

Costs associated with development wells that are unevaluated or are waiting for access to transportation or processing facilities are reclassified into developmental wells-in-progress (“WIP”). These costs are not put into a depletable field basis until the wells are fully evaluated or access is gained to transportation and processing facilities. Costs associated with WIP are included in the cash flows from investing as part of investment in oil and gas properties. At March 31, 2017 and 2016, no capitalized developmental costs were included in WIP.

Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values.

The Company reviews its proved oil and natural gas properties for impairment whenever events and circumstances indicate that a decline in the recoverability of its carrying value may have occurred. It estimates the undiscounted future net cash flows of its oil and natural gas properties and compares such undiscounted future cash flows to the carrying amount of the oil and natural gas properties to determine if the carrying amount is recoverable. If the carrying amount exceeds the estimated undiscounted future cash flows, the Company will adjust the carrying amount of the oil and natural gas properties to fair value.

Asset Retirement Obligations

The Company records estimated future asset retirement obligations (“ARO”) related to its oil and gas properties. The Company records the estimated fair value of a liability for ARO in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The increased carrying value is depleted using the units-of-production method, and the discounted liability is increased through accretion over the remaining life of the respective oil and gas properties.

The estimated liability is based on historical industry experience in abandoning wells, including estimated economic lives, external estimates as to the cost to abandon the wells in the future and federal and state regulatory requirements. The Company’s liability is discounted using management’s best estimate of its credit-adjusted, risk-free rate. Revisions to the liability could occur due to changes in estimated abandonment costs, changes in well economic lives or if federal or state regulators enact new requirements regarding the abandonment of wells.

Impairment of Long-Lived Assets

In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its non-oil and gas long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Revenue Recognition

The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered to the customer, the price to the buyer is fixed or determinable and collectability is reasonably assured. For goods, this is the point at which title and risk of loss is transferred and when payment has either been received or collection is reasonably assured. Revenues for services are recorded when the services have been provided. Revenue that does not meet these criteria is deferred until the criteria are met.

Beneficial Conversion Feature and Deemed Dividend Related to Series A Shares

Pursuant to ASC 470-20, when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares. The offsetting amount will be amortizable over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares are convertible between July and December 2016, a deemed dividend of $56,988 and $67,830 to the Series A Shares has been recorded during the years ended March 31, 2017 and 2016, respectively. As the Company is in an accumulated deficit position, the deemed dividend

of $67,830 has been charged against additional paid-in-capital for common shares as there are no retained earnings from which to declare a dividend.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations do not employ financial instruments or derivatives which are market sensitive. Short term funds are held in non-interest bearing accounts and funds held for longer periods are placed in interest bearing accounts. Large amounts of funds, if available, will be distributed among multiple financial institutions to reduce risk of loss. The Company’s cash holdings do not generate interest income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of T-Rex Energy, Inc. for the years ended March 31, 2017 and 2016 appear as pages 50 through 76 at the end of this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that are designed for the purposes of ensuring that information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

Management, consisting of the Company’s Chief Executive Officer and Chief Financial Officer (the same individual) after evaluating the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-14(c) as of March 31, 2017 (the “Evaluation Date”) concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company would be made known to them by individuals within those entities, particularly during the period in which this annual report was being prepared and that information required to be disclosed in the Company’s SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, as discussed further below.

T-Rex’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with and as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

We have identified certain material weaknesses in internal control over financial reporting relating to a shortage of accounting and reporting personnel due to limited financial resources and the size of our Company, as detailed below:

Considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations and the fact that we have been a small business with limited employees, such items caused a weakness in internal controls involving the areas disclosed above.

We have concluded that our internal controls over financial reporting were ineffective as of March 31, 2017, due to the existence of the material weaknesses noted above that we have yet to fully remediate.

This annual report does not anticipate payinginclude an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to permanent rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. There was no change in our internal control over financial reporting that occurred during the fiscal year ended March 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information as to persons who currently serve as T-Rex Energy, Inc. directors or executive officers, including their ages as of March 31, 2017.

The officers are elected by the board of directors at the first meeting after each annual meeting of the Company’s shareholders and hold office until their successors are duly elected and qualified under T-Rex’s bylaws.

The directors named above will serve until the next annual meeting of T-Rex’s shareholders. Thereafter, directors will be elected for one-year terms at the annual shareholders’ meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between the directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

Biographical Information

DONALD WALFORD, Age 71, Chairman, CEO & Acting CFO

Mr. Walford has served as a director and an officer of several corporations among a variety of industries during the 46 years of his business experience. They have included oil and gas companies, real estate development and sales companies, medical research and clinical medical companies, as well as registered broker-dealers.

He is a founder and has served as Chief Executive Officer and director of Terex Energy Corporation, prior to its merger with T-Rex Oil, Inc., starting in February 2014. In December 2014, he became the Chief Executive Officer and Chairman of T-Rex Oil, Inc. From October 22, 2013 to January 28, 2014, he served as the Chairman and Chief Executive Officer of Three Forks, Inc. From 2011 to March 2012, he served as a Vice President and Chief Executive Officer of Gulfstar Energy Corp. and from February 2012 through March 2012, a director of Gulfstar Energy Corp. In recent years, he served as Founder, Chairman, CEO, and in various other capacities of Eveia Medical, Boulder County Paramedics.

He has been licensed as a broker-dealer in every state, as a principal in the NYSE and FINRA. He has been a principal licensed in commodities and in municipal bonds and was an Allied Member of the NYSE. Mr. Walford has been a consultant to the US Department of Justice as well as an expert in three Federal Court Jurisdictions and in numerous arbitration matters. He has been a principal and or underwriter of securities in industries such as agri-business, electronics, engineering, consumer manufacturing, construction/home building and oil and gas. Mr. Walford has been principal or an underwriter of twelve oil and gas public companies.

He received a B.A. in Liberal Arts from Harpur College, State University of New York (fka Binghamton University) in 1967, where he was a full scholarship, N.Y.S. Regents Scholar.

Mr. Walford brings to the board of directors both his experience in the oil and gas industry and his knowledge and experience in funding smaller reporting companies.

MARTIN R. GOTTLOB, Age 66, Director and Vice President of Geology of T-Rex

Mr. Gottlob is an experienced Rocky Mountain States geologist, oil finder, driller and operator of oil and gas wells. Mr. Gottlob was appointed as the Vice President of Geology and a director of T-Rex in August 2014; he has served in the same positions with Terex since February 2014.

He is the owner of Independence Oil II, LLC, where he has developed, drilled, completed and operated wells on behalf of clients.

From 2003 until he commenced working with Terex, he was responsible for exploration and operations for Davis Oil Co. oil properties, where he was responsible for most phases of multiple field discoveries in the D-J Basin, in Colorado, Wyoming and Nebraska.

Between 1979 and 2003, he worked in similar capacities for Petrogulf, Minnoco, Decalta, Resource Technology and Mountain Minerals, all in Colorado.

He has a B.A. in Geology from the University of Colorado with an emphasis in petroleum exploration and sedimentary basin analysis, and a Master of Science from the Colorado School of Mines, in oil and gas operations research, and management science of oil and gas investment projects.

As a disclosure item, Mr. Gottlob, in 1999, was convicted of domestic violence felony in the state of Colorado.

Mr. Gottlob provides the board of directors with a perspective and experience in the operational and exploration aspects of the oil and gas industry.

ALLEN HEIM, Age 59, Director, Vice President of Operations

Mr. Heim has served as the Vice President of Operations and a director of Terex since February 2014. He has served as a director of T-Rex since August 1, 2015.

Mr. Heim has devoted most of his 30 year career to a variety of oil field disciplines including leasing, dealing in working interests, drilling wells, fracking and managing hands-on all phases of post drilling, including completions and follow on operations through plug and abandon.

He is experienced in location construction of oil well properties, pumping and long term well operations, as well as directional drilling and fracking operations planning and execution.

Prior to working with T-Rex, he was retained by Davis Oil Co. Prior to that he has worked with Bic Petroleum, Smith Oil, Petro West, Bolling Oil, Pease Oil and Gas, Pan Western Energy, Paladin Energy, Charterhall, Haines Oil Field Services, New Tech Energy, O’Brien Energy, Peterson Energy, Sunburst Inc., Markus Production, Lyco Energy and Wanda Madden Oil.

He is the owner of Allen’s Pumping Service in Kimball, Nebraska.

Mr. Heim provides the board of directors with both in the field oil operations expertise and guidance.

HERBERT T. SEARS, age 69, Director

Mr. Sears is an attorney with about 40 years of domestic and international experience related to energy and technology projects. He served as Vice President and Counsel to Stone & Webster Engineering Corporation, an operating affiliate of Stone & Webster, Inc., an international multi-billion dollar engineering and construction firm; General Counsel to Badger Engineers, a leader in the petrochemical industry; International Counsel to Washington Group International, a global Engineering and Construction organization; Chairman to General Environmental Corporation (nka NT Technologies, Inc.), General Counsel to Seaflow Systems, a former leader in deep sea oil well connections, and Consultant to Powerspan, a CO-2 injection technology company. Mr. Sears currently is the court appointed Trustee of the Stone and Webster Liquidating Trust with responsibility for liquidating the global assets of the former Stone & Webster operating companies.

In 2000, Mr. Sears formed Sears & Associates, a business and legal consulting firm based out of Exeter, New Hampshire from which he still operates. Through Sears & Associates, he advises owners and engineering companies with respect to their projects and legal activities. Mr. Sears is recognized in the industry for his expertise and creativity in negotiations, internal corporate governance and claims resolution.

Mr. Sears served as the Chief Financial Officer and a director of Bedrock Energy (nka Gulfstar Energy Corporation) from 2008 through May 2010.

Mr. Sears is a member of the state bar in Massachusetts and the International Bar Association. He graduated from Boston University School of Management with a B.S/B.A in International Business and earned his law degree from Washington University School of Law.

Mr. Sears not only brings management experience to the board of directors, he also provides oil and gas operational management experience.

Committees of the Board of Directors

The Company is managed under the direction of its board of directors.

Executive Committee

The Company does not have an executive committee, at this time.

Audit Committee

The Company does not have an audit committee at this time.

Conflicts of Interest – General.

The Company’s directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporate opportunity, resulting from participation with such other business entities. While each officer and director of the Company’s business is engaged in business activities outside of the Company’s business, the amount of time each of them devotes to our business will be up to approximately 40 hours per week.

Conflicts of Interest – Corporate Opportunities

Presently no requirement contained in the Company’s Articles of Incorporation, Bylaws or minutes requires officers and directors of the Company’s business to disclose to T-Rex business opportunities which come to their attention. The Company’s officers and directors do, however, have a fiduciary duty of loyalty to T-Rex to disclose to it any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. The Company has no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to officers and directors during the fiscal years ended March 31, 2017, 2016 and 2015. The table sets forth this information for T-Rex Energy, Inc. including salary, bonus and certain other compensation to the directors and named executive officers for the past three fiscal years.

SUMMARY EXECUTIVES COMPENSATION TABLE

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth certain information concerning outstanding equity awards held by the Chief Executive and Financial Officer and the Company’s most highly compensated executive officers for the fiscal year ended March 31, 2017 (the “Named Executive Officers”):