UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, ~~2016~~2017

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____________ to _____________

Commission file number: 000-51425

T-REX OIL, INC.

(Exact name of registrant as specified in its charter)

Colorado

98-0422451

State or other jurisdiction of

incorporation or organization

I.R.S. Employer

Identification No.

520 Zang Street, Suite ~~250~~209, Broomfield, CO 80021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(720) 502-4483

~~Securities registered~~Registrant’s ~~pursuant~~telephone tonumber, including ~~Section~~area ~~12(b) of the Act:~~code

~~Title~~Securities ofregistered ~~each~~pursuant ~~class~~to ~~registered~~Section ~~Name~~12(b) of ~~each~~the ~~exchange on which registered Not Applicable Not Applicable~~Act: None

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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.

[ ]

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

Large accelerated filer [/__/ ] Accelerated filer [/__/ ] Non-accelerated filer ~~(Do~~/__/ ~~not~~Smaller ~~check if a smaller~~ reporting company) [/X/ ]Emerging ~~Smaller~~growth ~~reporting~~ company ~~[X]~~/__/

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 registrant 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 ~~July~~ 11March 31, ~~2016~~2017, 613,~~711~~341,~~770~~467 shares of common stock were held by non-affiliates and had a value of $1213,~~014~~608,~~068~~297 based on the average closing ~~bid~~price ~~and ask~~ of $1.7902.

There were 1517,~~934~~697,~~591~~621 shares issued and outstanding of the registrant’s Common Stock as of ~~July~~March 1131, ~~2016~~2017.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

	PART I
ITEM 1	Business	32
ITEM 1 A.	Risk Factors	1413
ITEM 1 B.	Unresolved Staff Comments	2120
ITEM 2	Properties	2120
ITEM 3	Legal Proceedings	2624
ITEM 4	Mine and Safety Disclosure	2624
	PART II
ITEM 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2624
ITEM 6	Selected Financial Data	2827
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2927
ITEM 7 A.	Quantitative and Qualitative Disclosures About Market Risk	3534
ITEM 8	Financial Statements and Supplementary Data	3534
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3534
ITEM 9 A.	Controls and Procedures	3534
ITEM 9 B	Other Information	3635
	PART III
ITEM 10	Directors, Executive Officers and Corporate Governance	3735
ITEM 11	Executive Compensation	4139
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4644
ITEM 13	Certain Relationships and Related Transactions, and Director Independence	4745
ITEM 14	Principal Accounting Fees and Services	4947
	PART IV
ITEM 15	Exhibits, Financial Statement Schedules	5047
SIGNATURES		81
ITEM 16	Summary of Form 10-K	49
SIGNATURES		78

Table of Contents

Note about Forward-Looking Statements

This Form 10-K contains forward-looking statements, such as statements relating to our financial condition, results of operations, plans, objectives, future performance and business operations. These statements relate to expectations concerning matters that are not historical facts. These forward-looking statements reflect our current views and expectations based largely upon the information currently available to us and are subject to inherent risks and uncertainties. Although we believe our expectations are based on reasonable assumptions, they are not guarantees of future performance and there are a number of important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. By making these forward-looking statements, we do not undertake to update them in any manner except as may be required by our disclosure obligations in filings we make with the Securities and Exchange Commission under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.

PART I

ITEM 1. BUSINESS

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 “T-Rex” or the “Company” are to T-Rex Oil, Inc.

~~Corporate~~NOTE: This report is as of March ~~History~~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.

~~T-Rex Oil,~~Corporate ~~Inc.~~History 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.

OnT-Rex Oil, Inc. was organized under the laws of the State of Nevada as Rancher Energy Corp. (“Rancher”). On October 178, 2014, weas ~~merged~~approved ~~into~~by our ~~wholly~~board ~~owned~~of directors ~~subsidiary,~~and ~~T-Rex~~a ~~Oil,~~written ~~Inc.~~consent of our majority shareholder, an amendment to the Articles of Incorporation was filed in order to authorize a ~~Colorado~~reverse ~~corporation~~split of the common stock issued and asoutstanding on a ~~result~~one ~~were~~(1) ~~re-domiciled~~new share for three hundred fifty (350) old shares inbasis. At the ~~state~~same time, the Articles of ~~Colorado~~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.

On October 2817, ~~2015~~2014, we merged into our wholly owned subsidiary, T-Rex Oil, Inc., ~~(“the~~a ~~Company”)~~Colorado ~~filed~~corporation anand ~~Amendment~~as toa ~~its~~result ~~Articles~~were ofre-domiciled ~~Incorporation~~in ~~to designate~~ the ~~Series~~state Aof ~~Convertible Preferred Stock~~Colorado.

~~The Amendment~~On ~~designates~~October 528,~~000~~ 2015,~~000~~ ~~shares~~T-Rex ~~of the authorized 50~~Oil,~~000,000~~ ~~shares of the Company’s $0~~Inc.~~001 par value preferred stock~~ ~~as the Series A Convertible Preferred Stock~~ (“the ~~Series A Shares.~~Company”) ~~The~~filed ~~Series~~an AAmendment ~~Shares~~to ~~are~~its ~~convertible~~Articles ~~into common shares~~ of ~~the~~Incorporation ~~Company’s~~to ~~stock~~designate ~~9 months after~~ the ~~date of issuance. Further, the~~ Series A ~~Shares~~Convertible ~~have a conversion price~~Preferred ~~based upon 80% of the 10 day average of the Company’s closing market price~~Stock. ~~The Series A Shares do not accrue dividends and have a deemed purchase price of $2.00 per share.~~

~~In October~~The ~~2015,~~Amendment ~~the~~designates ~~Company~~5,000,000 ~~commenced~~shares of athe ~~private~~authorized ~~placement financing of $7~~50,000,000 inshares ~~Units,~~of athe ~~Unit~~Company’s ~~consisting~~$0.001 ofpar 1value ~~share~~preferred ofstock ~~its~~ as the Series A ~~Shares~~Convertible ~~and~~Preferred Stock a(“the ~~Unit~~Series ~~Warrant~~A Shares.”) The ~~Unit~~Series ~~Warrant~~A ~~has~~Shares anare ~~exercise~~convertible ~~price~~into common shares of ~~$3.00~~the ~~per~~Company’s ~~share~~stock 9 ~~and~~months aafter ~~term~~the date of ~~3 years~~issuance. ~~The~~Further, ~~Unit Warrant~~the isSeries ~~exercisable~~A 9Shares ~~months~~have ~~after~~a ~~issuance~~conversion ~~and~~price isbased ~~callable~~upon by80% of the ~~Company~~10 ~~upon~~day average of the Company’s ~~common stock~~ closing ~~at a~~ market price. ofThe ~~$5.00~~Series orA ~~above~~Shares ~~for~~do not accrue dividends and have a ~~period~~deemed purchase price of 10$2.00 per ~~days~~share.

~~At March~~In ~~31,~~October ~~2016~~2015, the Company ~~had~~commenced a ~~received~~private ~~$793,038~~placement financing of ~~cash~~$7,000,000 in ~~exchange~~Units, ~~for~~a ~~the~~Unit ~~issuance~~consisting of ~~409,019~~1 ~~shares~~share of its Series A ~~Preferred~~Shares and a Unit Warrant. The ~~Stock~~Unit Warrant has an exercise price of $3.00 per share and a term of 3 years. The Unit ~~Warrants~~Warrant is exercisable ~~for~~9 ~~409,019~~months ~~shares~~after ofissuance 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.

3At 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.

~~ORGANIZATIONAL STRUCTURE~~2

~~Part of~~Table ~~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 or one of its subsidiaries will then handle the operation and management of the partnership. T-Rex Oil LLC #1, described below, is one such partnership. It is managed and operated by Terex.Contents

~~Terex~~On July 11, 2016, Nexfuels, Inc. was incorporated ~~Energy~~as ~~Corporation~~a wholly-owned subsidiary of the Company in the State of Colorado (“Nexfuels”). Nexfuels was created to develop 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 United States, specifically in Wyoming.

~~Terex~~The Company’s Board of Directors determined ~~Energy~~that ~~Corporation~~to ~~(“Terex”)~~focus ~~was~~and ~~incorporated~~better inimplement ~~the~~these ~~State~~strategies ofnecessary ~~Colorado~~to infinancing ~~February~~and ~~2014.~~build ~~Terex~~the ~~has~~Project, ~~interests~~the inBoard ~~oil~~of Directors approved ~~and~~the ~~gas~~spin-off ~~properties~~of Nexfuels on July 15, 2016.

~~On December~~Shareholders ~~22,~~of ~~2014~~T-Rex, weas ~~entered into Exchange Agreements with the Terex shareholders for 100%~~ of the ~~shares~~Record Date of ~~Terex.~~August ~~Pursuant~~19, ~~to the Exchange Agreements~~2016, wereceived ~~agreed~~one toshare ~~issue 7,385,700 shares~~ of ~~our~~Nexfuels ~~restricted~~ common stock for ~~100%~~every oftwo ~~the~~shares ~~issued~~(2) ~~and~~of ~~outstanding~~ T-Rex common stock ~~of Terex~~owned. The ~~shares~~stock dividend ~~were~~was ~~exchanged~~based onupon a17,097,622 ~~one~~shares ~~for~~of ~~one~~the ~~basis.~~Company’s Ascommon astock ~~result,~~that ~~Terex~~were ~~became~~issued aand ~~wholly-owned~~outstanding ~~subsidiary~~as of the ~~Company~~Record Date.

~~The effective~~As ~~date~~part of the ~~acquisition~~spin-off ~~was~~of ~~December 22~~Nexfuels, ~~2014, with T-Rex being~~ the ~~legal acquirer. However, since T-Rex is a public~~Company’s ~~company,~~Chief ~~which~~Executive ~~had~~Officer ~~nominal~~and ~~activity~~Chairman, ~~the~~Mr. ~~acquisition~~Donald ~~was~~Walford ~~treated~~and as a ~~recapitalization~~director of ~~Terex. Though T-Rex was~~ the ~~legal~~Company ~~acquirer in the acquisition, Terex was the accounting acquirer since its shareholders gained control of T-Rex~~Mr. ~~Therefore,~~Sears atwere ~~the~~appointed ~~date~~to of the ~~acquisition~~Board ~~the historical financial statements~~ of ~~Terex became those of T-Rex. As a result, the historical financial statements~~ ofDirectors ~~Terex supersede any prior financial statements~~ of ~~T-Rex~~Nexfuels.

~~Prior to~~On ~~the~~August ~~share~~19, ~~exchange with T-Rex~~2016, ~~Terex~~the ~~had acquired interests in oil and gas prospects and properties discussed herein. Terex~~Company ~~also~~assigned isto anNexfuels ~~operator of oil and gas properties and as such operates~~ the ~~various properties owned by the Company and its subsidiaries.~~following:

~~Western Interior~~1. ~~Oil~~The &idea, ~~Gas~~concept ~~Corporation~~and plan to capture and sell CO2 generated by the Dave Johnston power plant located in Converse County, Wyoming and/or any other power plants owned by PacifiCorp. 2. The Memorandum of Understanding (“MOU”) by and between T-Rex and PacifiCorp Energy the owner/operator of the power plant. 3. The existing contract by and between Sargent Lundy LLC to perform the feasibility study. 4. Any and all other valid and subsisting contracts, agreement, and instruments, rights or other interest that the Company may have in the Project. 5. All valid and subsisting easements, permits, licenses, servitudes, rights of way and other surface rights that directly relate to or are otherwise directly applicable to the Project.

~~Western~~An analysis of the properties assigned ~~Interior~~to ~~Oil~~Nexfuels &by ~~Gas~~the ~~Corporation~~Company ~~(“Western~~showed ~~Interior”)~~that ~~was~~the ~~incorporated~~Company in accordance with its accounting policies had not capitalized any of the ~~State~~direct or indirect costs associated with the MOUs, the feasibility study or any of ~~Wyoming~~the other interests in ~~August~~the ~~2005~~project. ~~Western Interior~~As ~~has~~such, ~~producing~~the ~~and~~Company did ~~developmental~~not ~~oil~~recognize ~~and~~a ~~gas~~gain ~~properties~~or loss in ~~southwest~~connection ~~central~~with ~~Wyoming~~the Nexfuels spin-off.

~~On February~~Table ~~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.Contents

~~On March~~ORGANIZATIONAL 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.STRUCTURE

JKPart of our strategy includes the use ~~Minerals~~of partnerships to not only own individual projects, ~~Inc~~but to handle the drilling, completion, operation and raising of capital for the funding of such prospects. The Company or one of its subsidiaries will then handle the operation and management of the partnership.

~~In January~~Terex ~~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.Corporation

~~T-Rex~~Terex Energy Corporation (“Terex”) ~~Oil~~was ~~LLC~~incorporated #3in the State of Colorado in February 2014. Terex has interests in oil and gas properties.

~~T-Rex Oil,~~On ~~LLC~~December #322, ~~(“T-Rex~~2014, ~~#3”)~~we isentered ainto Exchange ~~Colorado~~Agreements ~~limited~~with ~~liability~~the ~~company~~Terex ~~organized~~shareholders infor ~~January~~100% ~~2016.~~of ~~T-Rex #3 is managed by~~ the ~~Company~~shares ~~and~~of ~~T-Rex has a 16~~Terex.~~67%~~ ~~equity~~Pursuant ~~interest~~to ~~in T-Rex #3 with~~ the ~~remaining~~Exchange ~~83.33%~~Agreements, ~~equity~~we ~~interest~~agreed to ~~being~~issue ~~owned~~7,385,700 byshares ~~Mr.~~of ~~VanderPloeg who~~our isrestricted acommon ~~director~~stock ~~and~~for ~~shareholder~~100% of the ~~Company.~~issued ~~Per~~and ~~its~~outstanding ~~Operating~~common ~~Agreement,~~stock ~~T-Rex~~of #3Terex. ~~acts~~The ~~and~~shares were isexchanged ~~the~~on ~~holder~~a inone ~~title~~for toone ~~any and~~basis. ~~all~~As ~~assets~~a ~~and~~result, ~~any~~Terex ~~related~~became ~~liabilities~~a aswholly-owned ~~well~~subsidiary ~~as operations on behalf~~ of the Company.

~~Therefore,~~The effective date of the acquisition inwas ~~accordance~~December 22, 2014, with ~~authoritative~~T-Rex ~~guidance~~being onthe ~~accounting~~legal ~~for~~acquirer. ~~consolidation~~However, since T-Rex is a public company, which had nominal activity, the acquisition was treated as ~~set~~a ~~forth~~recapitalization inof ~~Topic~~Terex. ~~810~~Though T-~~10-15~~Rex ofwas the ~~ASC,~~legal acquirer in the ~~Company~~acquisition, Terex was the ~~has~~accounting ~~included~~acquirer insince ~~these~~its ~~consolidated~~shareholders ~~financial~~gained ~~statements~~control asof T-Rex. Therefore, at the date of ~~and~~the ~~for~~acquisition the ~~year~~historical ~~ended~~financial statements ~~March~~of ~~31,~~Terex ~~2016~~became ~~any~~those ~~such~~of ~~assets,~~T-Rex. ~~liabilities~~As a result, ~~revenues,~~ ~~costs~~the ~~and~~historical ~~expenses~~financial statements of Terex supersede any prior financial statements of T-Rex #3.

Prior to the share exchange with T-Rex, #3Terex ~~owns~~had ~~13,328~~acquired ~~gross,~~interests ~~10,000~~in ~~net~~oil ~~acres~~and ingas ~~the~~prospects ~~Powder~~and ~~River~~properties ~~Basin~~discussed herein. Terex also is an operator of ~~Wyoming~~oil (and gas properties and as such operates the ~~“Cole~~various ~~Creek~~properties ~~Property~~owned by the Company and its subsidiaries.”)

~~T-Rex~~ Western Interior Oil ~~LLC~~& #1Gas Corporation.

~~T-Rex~~ Western Interior Oil ~~LLC~~& #1Gas Corporation (“~~T-Rex~~Western #1Interior”) iswas aincorporated ~~Colorado~~in ~~limited~~the ~~liability~~State ~~company~~of ~~organized~~Wyoming in ~~December~~August ~~2014~~2005. ~~Terex~~Western isInterior ~~the~~has ~~Manager~~producing ~~of T-Rex #1~~ and isdevelopmental oil ~~the operator of the Sioux County, Nebraska project~~ and ~~the~~gas ~~Company~~properties ~~has no equity interest~~ in ~~T-Rex~~southwest #1central Wyoming.

~~The Company~~On inFebruary ~~December~~24, ~~2014~~2015, we entered into a ~~put~~Share ~~agreements~~Exchange Agreement with Western Interior and the ~~members~~shareholders of ~~T-Rex~~Western #1Interior. ~~whereby~~Under the ~~Company~~Share ~~granted~~Exchange aAgreement ~~right~~we exchanged toshares ~~put~~of ~~the purchase~~our ofcommon ~~their~~stock ~~interest~~for 83% of ~~T-Rex~~the #1issued inand ~~the~~outstanding ~~amount~~common stock of ~~$425,000~~Western ~~back~~Interior. toThe ~~the~~acquisition ~~Company~~was closed aton anMarch ~~exercise~~28, ~~price~~2015 ofand ~~$2.00~~was ~~per~~effective ~~share~~March ~~or a~~31, ~~total~~2015. At the time of ~~212~~closing,~~500~~ we issued 7,465,168 shares of ~~the~~our ~~Company’s~~ restricted common stock in exchange for shares of Western Interior.

~~Our~~On March 31, 2015, we entered into an ~~Company~~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

We are an independent oil and gas exploration and production company focused on the acquisition, enhancement and development of oil and gas assets primarily in the 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 total produced oil, or 6,865 million barrels of oil. A research report published by the Independent Petroleum Association of America in November 2014 ranked Wyoming as the 9th largest U.S. state in terms of crude oil production and the 5th largest U.S. state in terms of natural gas production. Our management team has extensive experience acquiring, enhancing and operating oil and gas assets in Wyoming, which we believe will provide a competitive advantage in executing the Company’s business strategy.4

5Table of Contents

~~As of~~shareholders ~~October 2015, according to www.drillingedge.com, there are 358 active oil and gas operators~~ in ~~Wyoming,~~the ~~with~~total ~~the~~amount ~~largest~~of ~~producer~~$1, ~~EOG Resources~~770,047 ~~Inc.,~~that ~~representing~~are ~~only~~collateralized ~~9.24%~~by ofWestern ~~production,~~Interior’s ~~according to the WOGCC~~assets. WeAs ~~believe~~a ~~that there remain several under-developed or mismanaged oil and gas properties in Wyoming that with proper field management~~result, ~~application~~Western ofInterior ~~modern~~has ~~exploration and~~become ~~development~~a ~~techniques, enhanced recovery methods and in~~wholly-~~field drilling will increase current production and the ultimate~~owned ~~recovery~~subsidiary ~~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 fieldsCompany.

~~To date,~~JK ~~we have focused our activities in Eastern Wyoming along the Salt Creek/Big Muddy trend. Starting with the Salt Creek field in Natrona County~~Minerals, 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 strategyInc. ~~The following fields are located along this trend, which we refer to as the “String of Pearls”.~~

Field	Operators (1)	County
Salt Creek	FDL Operating Fossil Energy Chapman	Natrona County
Teapot Naval Reserve (aka Teapot Dome)	Natrona County Holdings	Natrona County
Sage Spring Creek	Black Bear Oil Corporation Matrix Production Company Strachen Exploration Company	Natrona/Converse County
Burke Ranch	Griffiths Oil LLC Terex Energy Corporation (2)	Natrona County
Cole Creek	Blue Tip Energy (3) Linc Energy Petroleum WYO	Natrona/Converse County
Cole Creek South	Blue Tip Energy (3) Linc Energy Petroleum WYO	Converse County
Big Muddy	Vortex Petroleum Bass Petroleum Linc Energy Petroleum WYO	Converse County
Big Muddy East	Linc Energy Petroleum WYO	Converse County
Glenrock South	Linc Energy Petroleum WYO Muddy Mineral Exploration	Converse County
Glenrock	Linc Energy Petroleum WYO	Converse County

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.

	(1)	During the year ended December 31, 2015, as identified by the WOGCC website.
	(2)	Terex Energy Corporation is a wholly-owned subsidiary of T-Rex Oil, Inc.
	(3)	In January 2016, T-Rex #3, an equity investment, acquired an 82% working interest in the Blue Tip Energy Properties in Cole Creek and Cole Creek South. In April 2016, T-Rex #3 acquired the remaining 18% working interest in the Blue Tip Energy Properties in Cole Creek and South Creek. T-Rex #3 holds 100% working interest in these properties.

T-Rex Oil LLC #3

~~According~~T-Rex Oil, LLC #3 (“T-Rex #3”) tois a Colorado limited liability company organized in January 2016. T-Rex #3 is managed by the ~~WOGCC,~~Company ~~these~~and ~~fields~~T-Rex ~~range~~has a 16.67% equity interest in ~~size,~~T-Rex ~~but~~#3 ~~generally~~with ~~produce~~the ~~from~~remaining ~~similar~~83.33% ~~stacked~~equity ~~horizons~~interest ~~ranging~~being ~~from~~owned by Mr. VanderPloeg who is a former director and shareholder of the ~~Deep~~Company. ~~Tensleep~~Per its Operating Agreement, T-Rex #3 acts and is the holder in title to any and all assets and any related liabilities ~~the~~as ~~Wall/Creek/Frontier~~well ~~formations~~as operations on behalf of the Company.

6Therefore, 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.

~~We acquired~~T-Rex ~~our~~#3 ~~first~~owns assets in the String of Pearls 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 fields13, ~~including~~328 ~~well recompletion~~gross, ~~stimulation activities~~10, ~~pressure maintenance improvement, down spacing and enhanced recovery. We~~000 ~~believe~~net ~~that~~acres ~~several other fields~~ in the ~~String~~Powder ofRiver ~~Pearls~~Basin ~~provide evidence~~ of ~~the~~Wyoming ~~potential of these operated assets given similar geology and productive horizons. For instance,~~ (the ~~Salt~~“Cole Creek ~~field~~Property”). ~~has~~Effective ~~achieved~~September a1, ~~nearly 40% recovery factor~~2018, ~~developed~~the ~~down~~Company tosold 20its ~~acre~~100% ~~spacing~~working ~~utilizing~~interest ain ~~C02~~the ~~(Carbon Dioxide) flood. The~~ Cole Creek ~~field~~Property byfor ~~contrast has achieved a modest 23% recovery factor~~$3,500,000 ~~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~~cash.

~~As a~~T-Rex ~~result,~~Oil weLLC believe that there remains significant work to be completed in our currently operated fields that match our business strategy, while we continue to seek opportunity to acquire additional assets along this trend.#1

~~Our~~T-Rex Oil LLC #1 (“T-Rex #1”) ~~Properties~~is a Colorado limited liability company organized in December 2014. Terex is the Manager of T-Rex #1 and is the operator of the Sioux County, Nebraska project and the Company has no equity interest in T-Rex #1.

WeThe Company in December 2014 entered ~~are~~into ~~initially~~put ~~focused~~agreements onwith the ~~Salt~~members ~~Creek/Big~~of ~~Muddy~~T-Rex ~~trend~~#1 whereby the Company granted a right to put the purchase of their interest of T-Rex #1 in the ~~State~~amount of ~~Wyoming~~$425,000 ~~which~~back weto ~~refer~~the toCompany asat ~~the~~an ~~“String~~exercise price of ~~Pearls”~~$2. ~~This~~00 ~~trend~~per ~~covers~~share ~~approximately~~or 8a ~~miles~~total ~~running~~of ~~from~~212,500 ~~Natrona~~shares ~~County~~of inthe Company’s common stock. During the ~~north~~fiscal ~~down~~year toended ~~Converse~~March ~~County~~31, in2017, the ~~south~~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.

~~We are~~Our 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 Sting of Pearls 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 potential of these fields that are less developed at this point in time.Company

~~Historical Production~~NOTE: This report is as of ~~Fields~~March 31, in2017. Subsequent to such date, due to the ~~“String~~depressed oil prices, the business of ~~Pearls”~~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.

Field	Date of Discovery	Cumulative Production (1)		Estimated Recovery Factor
Salt Creek	1889		710,292,907		~40	%
Teapot Naval Reserve (AKA Teapot Dome)	1922		28,730,483BO		~25	%
Sage Spring Creek	1949		17,074,699		~30	%
Cole Creek	1938		18,563,064		~23	%
Cole Creek South	1948		17,274,800		~34	%
Big Muddy	1916		53,971,243		~24	%
Glenrock South	1950		75,893,890		~20	%

~~(1)~~We ~~Cumulative~~believe ~~Production~~that isthere ~~from~~remain ~~the~~several under-developed ~~WOGCC~~or mismanaged oil and isgas asproperties in Wyoming that with proper field management, application of ~~December~~modern 31exploration and development techniques, ~~2015~~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

~~Cole Creek Oil Field, Wyoming~~5

~~Located in~~Table ~~the southwest margin~~ of the Powder 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 property.Contents

~~Production in~~additional ~~the~~upside ~~field~~realized atthrough ~~this time is from~~ the development ~~2nd~~of ~~Frontier~~deeper ~~and~~productive ~~the~~horizons, ~~Dakota~~or ~~and~~applying ~~averages~~tertiary 60recovery ~~BOPD.~~applications ~~We have identified several behind pipe opportunities and plan~~ to ~~develop~~these ~~them~~acquired ~~in the near term~~fields.

~~Covering~~To date, we have focused our activities ~~approximately~~in 13Eastern Wyoming along the Salt Creek/Big Muddy trend. Starting with the Salt Creek field in Natrona County,~~400~~ ~~gross~~following ~~acres~~the ~~and~~Salt Creek/Big 19Muddy ~~producing~~trend ~~wells~~down ~~and~~to 23the ~~existing~~South ~~well~~Glenrock ~~bores~~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”.

We intend to focus on the re-development of the Shannon and Frontier formation using new technology and 3-D seismic re-work methods. We intend to drill edge and infill wells initially then develop the property for tertiary recovery using polymer floods, surfactants and possibly CO2 injection.

Field	Operators (1)	County

Salt Creek	FDL Operating Fossil Energy Chapman	Natrona County

Teapot Naval Reserve (aka Teapot Dome)	Natrona County Holdings	Natrona County

Sage Spring Creek	Black Bear Oil Corporation Matrix Production Company Strachen Exploration Company	Natrona/Converse County

Burke Ranch	Griffiths Oil LLC Terex Energy Corporation (2)	Natrona County

Cole Creek	Blue Tip Energy (3) Linc Energy Petroleum WYO	Natrona/Converse County

Cole Creek South	Blue Tip Energy (3) Linc Energy Petroleum WYO	Converse County

Big Muddy	Vortex Petroleum Bass Petroleum Linc Energy Petroleum WYO	Converse County

Big Muddy East	Linc Energy Petroleum WYO	Converse County

Glenrock South	Linc Energy Petroleum WYO Muddy Mineral Exploration	Converse County

Glenrock	Linc Energy Petroleum WYO	Converse County

	(1)	During the year ended December 31, 2015, as identified by the WOGCC website.

	(2)	Terex Energy Corporation is a wholly-owned subsidiary of T-Rex Oil, Inc.

	(3)	In January 2016, T-Rex #3, an equity investment, acquired an 82% working interest in the Blue Tip Energy Properties in Cole Creek and Cole Creek South. In April 2016, T-Rex #3 acquired the remaining 18% working interest in the Blue Tip Energy Properties in Cole Creek and South Creek. T-Rex #3 holds 100% working interest in these properties.

~~Burke Ranch~~According ~~Project~~to the WOGCC, ~~Natrona~~these ~~County~~fields range in size, ~~Wyoming~~but generally produce from similar stacked horizons ranging from the Deep Tensleep to the Wall/Creek/Frontier formations.

~~The Burke~~We ~~Ranch~~acquired ~~Field~~our offirst ~~Wyoming~~assets ~~consists of approximately 4,500 acres located~~ in ~~the southwest corner of the Powder River Basin.~~2014 ~~The~~and ~~project~~currently ~~has~~operate awells ~~potential for 40+ development~~ and ~~exploratory~~properties ~~wells.~~in ~~Historically,~~ the ~~Dakota~~Burke ~~Formation~~Ranch ~~has~~and ~~been~~Cole ~~the~~Creek ~~primary objective~~Fields. ~~The~~We ~~Burke~~have ~~Ranch~~identified ~~Unit~~areas ~~was~~of ~~originally~~enhancements ~~developed~~available to onincrease 80the ~~acre~~production ~~spacing.~~and ~~Downsizing~~recovery ~~the~~factors ~~spacing~~of tothese 40fields, ~~acres~~including ~~and~~well ~~drilling~~recompletion, ~~infill and~~stimulation ~~edge~~activities, ~~wells~~pressure maintenance ~~offers~~improvement, ~~low~~down ~~risk~~spacing and ~~high potential production.~~

We are currently permitting a small 3 D seismic project on our acreage to enable us to better define the best development opportunities. There could be additional potential in the Frontier (Wall Creek), Second Frontier, Niobrara, Mowry, and Tensleep Formations.6

~~Burke Ranch~~Table ~~Field offers a variety~~ of ~~drilling and development opportunities.~~Contents

●enhanced ~~Tensleep~~recovery. ~~Formation~~We -believe ~~new~~that ~~drilling~~several other onfields ~~seismic~~in ~~anomaly~~the ●area ~~Dakota~~provide ~~Formation~~evidence –of ~~additional~~the ~~development~~potential of ~~the~~these ~~Dakota~~operated ~~Formation~~assets togiven ~~re-work~~similar geology and productive horizons. For instance, the Salt Creek field tohas ~~increase~~achieved ~~existing~~a ~~production~~nearly ●40% ~~Frontier~~recovery ~~Formation~~factor, –developed down to ~~recomplete~~20 ~~the~~acre ~~existing~~spacing ~~wells~~utilizing toa ~~access~~C02 (Carbon ~~existing~~Dioxide) ~~reserves~~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.

~~Big~~As a result, we believe that there remains ~~Horn~~significant ~~Basin~~work ~~Prospect~~to be completed in our currently operated fields that match our business strategy, while we continue to seek opportunity to acquire additional assets along this trend.

~~The Big~~Our 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 the Cretaceous Frontier Sandstone.Properties

~~Our~~We are initially focused on the Salt Creek/Big ~~Horn~~Muddy ~~Basin~~trend ~~projects~~in ~~currently~~the ~~produce~~State ~~from~~of ~~the~~Wyoming. ~~Triassic~~This ~~Crow~~trend ~~Mountain,~~covers ~~Permian~~approximately ~~Phosphoria~~8 ~~and~~miles ~~Frontier~~running ~~formations.~~from ~~They~~Natrona ~~provide~~County in the north usdown ~~with~~to ~~both~~Converse ~~development~~County ~~and~~in ~~exploration~~the ~~opportunities~~south.

~~The Big~~We ~~Horn~~were ~~Basin~~attracted ~~Prospect~~to ~~properties~~this ~~have~~area abased upon ~~combination~~the available information of ~~development~~hydrocarbon production, including primary, secondary and ~~exploration~~in ~~projects~~some cases tertiary recovery results. While Wethe ~~expect~~size toand ~~drill~~recovery factors associated with the various fields within the area vary, ~~subject~~the togeneral geologic setting is considered ~~reasonable~~to ~~financing~~be consistent. We identify the Salt Creek field, ~~between~~which 16has ~~and~~achieved 36a ~~wells~~40% onrecovery ~~the~~factor, ~~properties~~as ~~over~~an indicator of the ~~next~~potential of ~~two~~these ~~years~~fields that are less developed at this point in time.

~~Rawhide -~~Cole ~~This~~Creek isOil anField, ~~opportunity for development of existing production and exploration for deeper reserves. Cumulative historical production to date is approximately 147.0 MBO.~~Wyoming

~~Meeteetse “Deep”~~Located -in ~~This~~the issouthwest anmargin of ~~opportunity~~the toPowder ~~develop~~River aBasin ~~large~~in ~~Phosphoria-Tensleep~~Natrona ~~oil~~and ~~field.~~Converse ~~This~~Counties, isapproximately ~~the~~20 ~~largest~~miles ~~project in~~to the ~~Western~~northeast ~~Interior~~of ~~portfolio~~Casper, Wyoming. InOur ~~mid-2008~~Leasehold historically produces from 4 Cretacious sand formations, the ~~Carter~~Shannon, 1the ~~discovery~~Frontier, ~~well~~the ~~was~~Dakota ~~re-entered~~ and ~~recompleted~~the Lakota. Additionally, there is potential in the ~~Phosphoria~~Muddy ~~formation to~~and ~~restore~~the ~~production~~Tensleep or Minnelusa formations. ~~Extensive~~We ~~testing~~are ~~and~~currently ~~analysis~~reprocessing ~~have~~and ~~established~~reinterpreting ~~Phosphoria~~Seismic 2Pdata previously ~~reserves~~performed on ~~the~~parts ~~240~~of ~~acre~~the ~~lease block~~property.

~~Baird Peak~~Production -in ~~Baird~~the ~~Peak~~field at this time is afrom ~~well-defined~~the ~~structure~~2nd ~~with~~Frontier ~~200’~~and ofthe ~~closure,~~Dakota ~~with~~and ~~multiple~~averages ~~pay~~60 ~~objectives~~BOPD. ~~Historically,~~We ithave ~~has~~identified several behind pipe opportunities and ~~produced~~plan ~~128,000~~to BOdevelop them in the near term.

8Covering approximately 13,400 gross acres and 19 producing wells and 23 existing well bores.

~~Nebraska~~We intend to focus on the re-development of the Shannon and Frontier formation using new technology and 3-D seismic re-work methods. We intend to drill edge and infill wells initially then develop the property for tertiary recovery using polymer floods, surfactants and possibly CO2 injection.

~~Sioux and~~Burke ~~Kimball~~Ranch ~~County~~Project, ~~Nebraska~~Natrona County, Wyoming

WeThe Burke Ranch Field of Wyoming ~~have~~consists ~~development~~of approximately 4,500 acres located in the southwest corner of the Powder River Basin. The project ~~through~~has ~~T-Rex~~a #1potential for 40+ development and exploratory wells. Historically, the Dakota Formation has been the primary objective. The ~~project~~Burke ~~consists~~Ranch ~~of:~~Unit was originally developed on 80 acre spacing. Downsizing the spacing to 40 acres and drilling infill and edge wells offers low risk and high potential production.

● We ~~have~~are acurrently ~~100% WI and~~ permitting a ~~75%~~small ~~NRI~~3 inD ~~the~~seismic ~~well~~project ~~and~~on ~~key~~our acreage ofto ~~240~~enable ~~acres.~~us ~~● We have sufficient acreage~~ to ~~drill~~better ~~two~~define ~~new~~the ~~wells~~best indevelopment ~~an up-dip direction structurally~~opportunities. ●There ~~The~~could ~~Company~~be ~~has a 31.25% WI until payout, at which time the Company would get an~~ additional potential ~~25% working interest for a total of 56.25%~~ in athe ~~water~~Frontier ~~injection-disposal~~(Wall ~~project.~~Creek), ●Second ~~Water~~Frontier, ~~injection well application for permit was submitted and in early April 2015 it was approved for injection rates of 5~~Niobrara,~~000~~ ~~barrels of water per day~~Mowry, ~~pending appeal. ● Water injection well has been drilled~~ and ~~cased~~Tensleep ~~with 7 inch pipe~~Formations.

~~Drilling~~Burke Ranch Field offers a ~~Program~~variety of drilling and ~~Field~~development ~~Activities~~opportunities.

~~We initiated~~● ~~our~~Tensleep ~~operations~~Formation in- ~~Wyoming~~new ~~with~~drilling ~~the~~on ~~acquisition~~seismic ofanomaly ~~the~~● ~~acreage~~Dakota inFormation ~~the~~– ~~Burke~~additional ~~Ranch~~development inof ~~2014. Since closing~~ the ~~Cole~~Dakota ~~Creek acquisition,~~Formation weto ~~have~~re-work ~~focused~~ the ~~majority of our activities in this~~ field ~~and~~to ~~developing~~increase aexisting ~~recompletion program and 3D Seismic reprocessing and interpretation program.~~production

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.7

~~Business Strategies~~Table of Contents

~~Our objective~~● isFrontier toFormation ~~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~~recomplete ~~industry-leading~~the ~~results.~~existing Wewells ~~seek~~ to ~~achieve~~access ~~this~~existing ~~objective by~~reserves ~~executing~~behind ~~the following strategies:~~pipe.

●Big ~~Pursue~~Horn ~~Out~~Basin of Favor Fields. We believe that many of our peers are currently looking to exit Wyoming to pursue other areas of operations. We attribute this trend to either the smaller size of their respective holdings, the fact that the majority of these assets represent conventional oil and/or natural gas production or the possibility that they currently lack the resources to focus on the best management of these assets. By contrast, given our management experience in this area, we seek to aggregate these assets, to achieve economies of scale, driving down our per unit operating costs, while increasing production by detailed field management and enhancement. ● Seek Held by Production Acreage that Can Provide Future Upside. Our acquisition strategy is based on identifying and acquiring producing properties that we believe can be enhanced. However, given our experience in Wyoming, we anticipate that there will be further upside achieved if commodity prices improve through the exploration of deeper productive horizons. While we do not quantify this upside value, we seek acquisitions where we can secure this upside optionality while executing our core business strategy.Prospect

9The Big 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 the Cretaceous Frontier Sandstone.

~~Competitive~~Our Big Horn Basin projects ~~Strengths~~currently produce from the Triassic Crow Mountain, Permian Phosphoria and Frontier formations. They provide us with both development and exploration opportunities.

WeThe Big Horn Basin Prospect ~~possess~~properties have a ~~number~~combination of ~~competitive~~development ~~strengths~~and ~~that~~exploration weprojects. ~~believe~~We ~~will~~expect ~~allow~~to usdrill, subject to ~~successfully~~reasonable ~~execute~~financing, ~~our~~between 16 ~~business~~and ~~strategies:~~36 wells on the properties over the next two years.

●Rawhide Management Experience. Our management has a total combined experience of 100+ years in the oil and gas industry with a particular focus on Wyoming. We believe that this firsthand knowledge of our management, which includes having drilled numerous wells in Wyoming, and our ownership of acres of surface land, provide us with a competitive advantage when executing our acquisition strategy, in addition to our planned field enhancement operations. As a result of this experience, we believe that we will be able to produce our fields in Wyoming much more efficiently than many of our peers. ● Multi-~~Year,~~ ~~Low-Risk~~This ~~Development~~is ~~Drilling~~an opportunity ~~Inventory.~~for ~~We have identified a number of field enhancements that could be conducted across our current asset base including 7 initial recompletions, the~~ development of 61existing ~~PUD~~production ~~drilling locations (56 in Cole Creek~~ and 5exploration infor ~~the~~deeper ~~Big Horn Basin) and additional locations should we determine to down-space to 40 acre well spacing~~reserves. ~~Likewise,~~Cumulative wehistorical ~~believe~~production ~~there are 18~~ to 20date is ~~behind~~approximately ~~pipe zones that provide us with additional reserves~~147.0 ~~● Proven Acquisition Strategy~~MBO. Given the experience of our management team, we have been successful in identifying and closing on acquisitions within the Salt Creek/Big Muddy trend that fit our business strategy. This firsthand knowledge provides us with insight into possible asset transactions before many of our peers are aware of them. Coupled with our knowledge related to the geologic and operational setting of these assets, we believe we have a strong advantage in determining the price to pay for these potential acquisitions, while also having a clear understanding of how to enhance value prior to closing the transaction.

~~COMPETITION,~~Meeteetse “Deep” ~~MARKETS~~- 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, ~~REGULATION~~the ~~AND~~Carter ~~TAXATION~~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.

~~Competition~~Baird Peak - Baird Peak is a well-defined structure with 200’ of closure, with multiple pay objectives. Historically, it has produced 128,000 BO.

There are a large number of companies and individuals engaged in the exploration for oil and gas; accordingly, there is a high degree of competition for desirable properties. However, the staff at T-Rex is experienced and knowledgeable about the Rocky Mountain region and can evaluate potential acquisitions and opportunities with greater efficiency.Nebraska

~~Markets~~Sioux and Kimball County, Nebraska

~~The availability~~We ofhave adevelopment ~~ready market for newly discovered oil and gas reserves will depend on numerous factors beyond our control, including the proximity and capacity~~ of ~~refineries and pipelines,~~ the ~~effect of state regulation of production and of federal regulation~~ ofproject ~~products~~through ~~sold~~T-Rex ~~in interstate commerce and recent intrastate sales~~#1. The ~~market~~project ~~price~~consists of ~~oil and gas is volatile and beyond our control.~~:

~~Global Oil~~● ~~Supply~~We have a 100% WI and a 75% NRI in the well and key acreage of 240 acres. ● We have sufficient acreage to drill two new wells in an up-dip direction structurally. ● The Company has a 31.25% WI until payout, at which time the Company would get an additional 25% working interest for a total of 56.25% in a water injection-disposal project. ● Water injection well application for permit was submitted and in early April 2015 it was approved for injection rates of 5,000 barrels of water per day, pending appeal. ● Water injection well has been drilled and cased with 7 inch pipe.

~~In the~~NOTE ~~last~~: ~~two~~THESE ~~years,~~NEBRASKA ~~the~~PROPERTIES ~~produced global oil supply is outpacing oil demand which, in part, has resulted in declining oil prices.~~WERE ItALL isSOLD ~~only~~TO inOPEN ~~the last several months that production has come into line with demand and pricing has seen a relatively stable period~~RANGE, ~~though~~LLC ~~prices~~IN ~~have~~JUNE ~~not rebound to pre-2014 levels~~2017.

~~Despite this,~~Drilling ~~the~~Program ~~industry continues to work on a production decline curve,~~ and ~~the~~Field ~~industry continues to focus on trying to replace depleting reserves with more conventional and cost effective production techniques.~~Activities

10We 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.

~~Effect of Changing Industry Conditions on Drilling Activity~~8

~~Lower oil~~Table ~~and~~of gas prices have caused a decline in drilling activity in the U.S. recently. However, such reduced activity will normally result in a decline in drilling, lease acquisition and equipment costs, and an improvement in the terms under which drilling prospects are generally available. We 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 our ability to generate economic drilling prospects or to raise the necessary funds with which to drill them.Contents

~~Effect~~ We believe there remain a number of activities ~~Technology~~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.

~~Evolving scientific~~Asset ~~and~~Impairment ~~technological~~Analysis ~~developments~~– inMarch ~~the last five years have not only provided access to previously unreachable and large reserves~~31, 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.2017

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

~~Our operations~~Property ~~are subject to various federal, state~~ and ~~local~~Equipment ~~laws~~– ~~and regulations that change from time to time. Many of these regulations~~Oil ~~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 are subject to regulations governing the pipeline gathering and transportation of oil and natural gas, as well as various federal, state and local tax laws and regulations.Gas:

~~Failure to~~Cole ~~comply~~Creek with applicable laws and regulations can result in substantial penalties. Our competitors in the 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 reinterpreted. Therefore, we are unable to predict the future costs or impact of compliance.Properties

~~Regulation~~The Company based upon an analysis of ~~Production~~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.

~~Federal, state~~Other 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 exploration 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 leasehold. The statutes and regulations of some states limit the rate at which 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.Properties

11The 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.

~~The Wyoming~~Investment in T-Rex Oil ~~and~~LLC ~~Gas~~#1 ~~Conservation~~– Effective ~~Commission~~August is18, 2016, the ~~primary~~Company ~~regulator~~acquired 100% of ~~exploration~~the ~~and~~outstanding ~~production~~membership interest in T-Rex Oil LLC #1, a Colorado limited liability company (“LLC #1”) as part of ~~oil~~a put agreement with the members of LLC #1, and ~~gas~~recorded ~~resources~~the investment in ~~the~~LLC ~~principal~~#1 ~~area~~at in$425,000 ~~which~~as weper ~~operate~~the put agreement. ~~The~~Thus, ~~WOGCC~~due ~~regulates~~to ~~oil~~the significance of this event, the investment was tested under ASC 360 as to its recoverability and ~~gas~~recorded ~~operators~~at ~~through~~fair ~~rules,~~value ~~policies,~~if ~~written~~impairment was required under the accounting guidance,. ~~orders,~~The Company used ~~permits~~Level 3 inputs and ~~inspections.~~after ~~Among~~reviewing ~~other~~the ~~criteria~~assets of LLC #1, ~~the~~there ~~WOGCC~~was ~~enforces~~no ~~specifications~~recoverability ~~regarding~~in ~~drilling,~~the ~~development,~~Company’s ~~production~~investment. As such, ~~abandonment,~~there ~~enhanced~~was ~~recovery,~~an ~~safety,~~impairment ~~aesthetics,~~of ~~noise~~$425,000 ~~waste,~~during ~~flowlines~~the ~~and~~year ~~wildlife~~ended March 31, 2017.

~~Regulation of~~Business ~~sales and transportation of natural gas~~Strategies

~~Historically, the~~Our ~~transportation~~objective ~~and~~is ~~sales for resale of natural gas in interstate commerce have been regulated pursuant~~ to ~~the~~create ~~Natural Gas~~shareholder ~~Act~~value ofby ~~1938~~identifying ~~(“NGA”),~~and ~~the~~assembling ~~Natural~~a ~~Gas~~portfolio ~~Policy Act~~ of ~~1978~~low-risk ~~and~~assets ~~the~~with ~~Federal~~attractive ~~Energy~~economic ~~Regulatory~~profiles ~~Commission~~and ~~(“FERC”) regulations.~~leveraging ~~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 be made at market prices, subject to applicable contract provisions. Sales of~~technical ~~natural gas are affected by the availability, terms~~ and ~~cost~~managerial ofexpertise ~~pipeline transportation. Since 1985, the FERC has implemented regulations intended~~ to ~~make~~deliver ~~natural gas transportation more accessible to gas buyers and sellers on an open~~industry-~~access,~~leading ~~non-discriminatory basis~~results. We ~~cannot~~seek ~~predict~~to ~~what~~achieve ~~further~~this ~~action~~objective ~~the~~by ~~FERC~~executing ~~will take on these matters. Some of~~ the ~~FERC’s~~following 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.strategies:

~~Regulation~~ ● Pursue Out of ~~sales~~Favor ~~and~~Fields. ~~transportation~~We believe that many of our peers are currently looking to exit Wyoming to pursue other areas of operations. We attribute this trend to either the smaller size of their respective holdings, the fact that the majority of these assets represent conventional oil and/or natural gas production or the possibility that they currently lack the resources to focus on the best management of these assets. By contrast, given our management experience in this area, we seek to aggregate these assets, to achieve economies of scale, driving down our per unit operating costs, while increasing production by detailed field management and enhancement. ● Seek Held by Production Acreage that Can Provide Future Upside. Our acquisition strategy is based on identifying and acquiring producing properties that we believe can be enhanced. However, given our experience in Wyoming, we anticipate that there will be further upside achieved if commodity prices improve through the exploration of deeper productive horizons. While we do not quantify this upside value, we seek acquisitions where we can secure this upside optionality while executing our core business strategy.

~~Our sales~~Competitive 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.Strengths

~~Intrastate oil~~We ~~pipeline~~possess ~~transportation~~a ~~rates~~number ~~are subject to regulation by state regulatory commissions. The basis for intrastate oil pipeline regulation, and the degree~~ of ~~regulatory~~competitive ~~oversight and scrutiny given to intrastate oil pipeline rates, varies from state to state.~~strengths ~~Insofar~~that ~~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~~allow ~~our~~us ~~operations~~to insuccessfully ~~any~~execute ~~way that is materially different than those of~~ our ~~competitors~~ ~~who~~business ~~are similarly situated.~~strategies:

~~Environmental Laws.~~9

~~Oil and~~Table gas exploration and development are specifically subject to existing federal and state 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.~~Contents

~~All of~~● ~~our~~Management ~~operations~~Experience. ~~involving~~Our ~~the~~management ~~exploration~~has ~~for~~a ortotal ~~the~~combined ~~production~~experience of ~~any~~100+ ~~minerals~~years ~~are~~in ~~subject~~the tooil ~~existing~~and ~~laws~~gas ~~and~~industry ~~regulations relating~~with toa ~~exploration~~particular ~~procedures,~~focus ~~safety~~on ~~precautions,~~Wyoming. ~~employee~~We ~~health~~believe ~~and~~that ~~safety~~this firsthand knowledge of our management, ~~air~~which ~~quality~~includes ~~standards~~having drilled numerous wells in Wyoming, ~~pollution~~and our ownership of ~~stream and~~acres ~~fresh~~of ~~water~~surface ~~sources~~land, ~~odor,~~provide ~~noise~~us with a competitive advantage when executing our acquisition strategy, ~~dust~~in ~~and~~addition ~~other~~to ~~environmental~~our ~~protection~~planned ~~controls~~field ~~adopted~~enhancement byoperations. ~~federal~~As a result of this experience, ~~state~~we ~~and~~believe ~~local~~that ~~governmental authorities~~we aswill ~~well~~be asable ~~the~~to ~~right~~produce our fields in Wyoming much more efficiently than many of ~~adjoining~~our ~~property~~peers. ~~owners~~● Multi-Year, Low-Risk Development Drilling Inventory. We ~~may~~have identified a number of field enhancements that could be ~~required~~conducted toacross ~~prepare~~our current asset base including 7 initial recompletions, the development of 61 PUD drilling locations (56 in Cole Creek and ~~present~~5 in the Big Horn Basin) and additional locations should we determine to ~~federal~~down-space to 40 acre well spacing. Likewise, ~~state~~we ~~or local~~believe ~~authorities~~there ~~data~~are ~~pertaining~~18 to ~~the~~20 ~~effect~~behind orpipe ~~impact~~zones that ~~any~~provide ~~proposed~~us ~~exploration~~with ~~for~~additional orreserves. ~~production~~● Proven Acquisition Strategy. Given the experience of ~~minerals~~our ~~may~~management team, we have ~~upon~~ been successful in identifying and closing on acquisitions within the ~~environment~~Salt Creek/Big Muddy trend that fit our business strategy. ~~All~~This ~~requirements~~firsthand ~~imposed~~knowledge byprovides ~~any~~us ~~such~~with ~~authorities~~insight ~~may~~into bepossible ~~costly~~asset transactions before many of our peers are aware of them. Coupled with our knowledge related to the geologic and ~~time~~operational ~~consuming~~setting of these assets, ~~and~~we ~~may~~believe ~~delay~~we ~~commencement or~~have ~~continuation~~a strong advantage in determining the price to pay for these potential acquisitions, while also having a clear understanding of ~~exploration~~how orto ~~production~~enhance ~~operations~~value prior to closing the transaction.

12COMPETITION, MARKETS, REGULATION AND TAXATION

It may be anticipated that future legislation will significantly emphasize the protection of the environment, and that, as a consequence, our 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 us and delays, interruptions or a termination of operations, the extent of which cannot now be predicted.Competition

~~Title~~There are a large number of companies toand ~~Properties~~individuals engaged in the exploration for oil and gas; accordingly, there is a high degree of competition for desirable properties. However, the staff at T-Rex is experienced and knowledgeable about the Rocky Mountain region and can evaluate potential acquisitions and opportunities with greater efficiency.

We 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.Markets

~~Our properties~~The ~~are~~availability ~~subject~~of toa ~~royalty,~~ready ~~overriding~~market ~~royalty~~for newly discovered oil and ~~other~~gas ~~interests~~reserves ~~customary~~will independ ~~the~~on ~~industry,~~numerous ~~liens~~factors ~~incident~~beyond toour ~~agreements~~control, ~~current~~ ~~taxes~~including the proximity and ~~other~~capacity of ~~burdens,~~refineries ~~minor~~and ~~encumbrances~~pipelines, ~~easements~~the ~~and~~effect ~~restrictions.~~of ~~Although~~state weregulation ~~are~~of ~~not~~production ~~aware~~and of ~~any~~federal ~~material~~regulation ~~title defects~~of orproducts ~~disputes~~sold ~~with~~in ~~respect~~interstate commerce toand ~~our~~recent ~~undeveloped~~intrastate ~~acreage,~~sales. toThe ~~the~~market ~~extent~~price ~~such~~of ~~defects~~oil orand ~~disputes~~gas ~~exist,~~is wevolatile ~~would~~and ~~suffer~~beyond ~~title failures~~our control.

~~BACKLOG OF~~Global ~~ORDERS.~~Oil Supply

WeIn the last two years, the ~~currently~~produced global oil supply is 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 pricing has seen a relatively stable period, though prices have not norebound ~~orders~~to ~~for~~pre-2014 ~~sales~~levels.

~~GOVERNMENT~~Despite this, the industry ~~CONTRACTS.~~continues to work on a production decline curve, and the industry continues to focus on trying to replace depleting reserves with more conventional and cost effective production techniques.

WeEffect of Changing Industry ~~have~~Conditions noon ~~government~~Drilling ~~contracts.~~Activity

~~COMPANY~~Lower oil and gas prices ~~SPONSORED~~have ~~RESEARCH~~caused ~~AND~~a ~~DEVELOPMENT~~decline in drilling activity in the U.S. recently. However, such reduced activity will normally result in a decline in drilling, lease acquisition and equipment costs, and an improvement in the terms under which drilling prospects are generally available. We 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 our ability to generate economic drilling prospects or to raise the necessary funds with which to drill them.

~~We are~~Effect ~~not~~of ~~conducting~~Technology ~~any research.~~

~~NUMBER~~Evolving scientific and technological OFdevelopments ~~PERSONS~~in ~~EMPLOYED~~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.

As of March 31, 2016, T-Rex and its subsidiaries had 8 full-time employees. Jon Nicolaysen, and Allen Heim, officers and directors of T-Rex, have Employment Agreements with our subsidiary, Terex. Don Walford and Martin Gottlob, officers and directors of T-Rex, have Employment Agreements with the Company. All officers of the Company work 40 hours a week. All other employees are at will employees.10

~~OFF BALANCE~~Table ~~SHEET~~of ~~ARRANGEMENTS~~Contents

~~We do~~Government ~~not have any off-balance sheet arrangements.~~Regulations

13Our operations are subject to various federal, state and local laws and 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 are subject to regulations governing the pipeline gathering and transportation of oil and natural gas, as well as various federal, state and local tax laws and regulations.

~~ITEM~~Failure to comply with applicable laws 1Aand regulations can result in substantial penalties. ~~RISK~~Our ~~FACTORS~~competitors in the 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 reinterpreted. Therefore, we are unable to predict the future costs or impact of compliance.

~~FORWARD LOOKING~~Regulation ~~STATEMENTS~~of Production

~~This document~~Federal, ~~includes~~state ~~forward-looking~~and ~~statements,~~local ~~including,~~agencies ~~without~~have promulgated ~~limitation,~~extensive ~~statements~~rules ~~relating~~and regulations applicable to ~~T-Rex’s~~our ~~plans,~~oil ~~strategies~~and natural gas exploration, production and related operations. ~~objectives,~~Most ~~expectations~~states require drilling permits, ~~intentions~~drilling and ~~adequacy~~operating ofbonds ~~resources.~~and ~~These~~the ~~forward-looking~~filing ~~statements~~of ~~involve~~various ~~known~~reports and ~~unknown~~impose ~~risks,~~other requirements ~~uncertainties~~relating to the exploration and ~~other~~production ~~factors~~of ~~that~~oil ~~may~~and ~~cause~~natural ~~the~~gas. ~~Company’s~~Many ~~actual~~states ~~results,~~also ~~performance~~have statutes or ~~achievements~~regulations toaddressing ~~be materially~~conservation ~~different~~matters ~~from~~including ~~any~~provisions ~~future~~governing ~~results,~~the ~~performance~~size orof ~~achievements~~drilling ~~expressed~~and spacing units or ~~implied~~proration byunits, the ~~forward-looking~~density ~~statements.~~of ~~These~~wells ~~factors~~and the ~~include,~~unitization ~~among~~or ~~others,~~pooling of oil and natural gas properties. Some states like Wyoming and Colorado allow the ~~following:~~forced ~~our~~pooling ~~ability~~or integration of tracts to ~~implement~~facilitate ~~our~~exploration ~~business~~while ~~strategy;~~other ~~our~~states ~~ability~~rely toprimarily ~~obtain~~or ~~additional~~exclusively ~~financing; T-Rex’s~~on ~~limited~~the ~~operating~~voluntary ~~history;~~pooling ~~unknown~~of ~~liabilities~~lands ~~associated~~and leases. In areas with ~~future~~voluntary ~~acquisitions;~~pooling, ~~our~~it ~~ability~~may be more difficult to ~~manage~~develop ~~growth; significant~~a ~~competition;~~project ~~our~~if ~~ability~~the tooperator ~~attract~~owns ~~and~~less ~~retain~~than ~~talented~~100% ~~employees;~~of ~~future~~the ~~government~~leasehold. The statutes and regulations; of some states limit the rate at which oil and ~~other~~gas ~~factors described~~is inproduced ~~this~~from ~~filing~~properties, prohibit the venting or inflaring ~~other~~of natural gas and impose certain requirements regarding the ratability of ~~T-Rex’s~~production. ~~filings~~This ~~with~~may limit the ~~Securities~~amount of oil and ~~Exchange~~gas ~~Commission.~~we ~~T-Rex~~can isproduce ~~under~~from noour ~~obligation to~~wells ~~publicly~~and ~~update~~may limit the number of wells or ~~revise~~locations ~~any~~at ~~forward-looking~~which ~~statements,~~we ~~whether~~can asdrill. aThe ~~result~~federal and state regulatory burden on the oil and natural gas industry increases our cost of ~~new~~doing ~~information~~business and affects our profitability. Because these rules and regulations are amended or reinterpreted frequently, we are unable to predict the future ~~events~~cost or ~~otherwise~~impact of complying with these laws.

~~RISK~~The Wyoming Oil and Gas Conservation ~~FACTORS~~Commission ~~RELATED~~is TOthe ~~OUR~~primary ~~COMPANY~~regulator of exploration and production of oil and gas 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.

~~Our business~~Regulation ~~has an operating history~~ of ~~only~~sales ~~three years after Bankruptcy emergence~~ and istransportation of ~~unproven~~natural ~~and therefore risky.~~gas

WeHistorically, the transportation and ~~have~~sales ~~only~~for resale of natural gas in interstate commerce have been regulated pursuant to the ~~last~~Natural ~~two~~Gas ~~years~~Act ~~begun~~of ~~operations~~1938 ~~under~~(“NGA”), the Natural Gas Policy Act of 1978 and the ~~business~~Federal ~~plan~~Energy ~~discussed~~Regulatory ~~herein~~Commission (“FERC”) regulations. ~~Potential~~Effective ~~investors~~January 1, ~~should~~1993, bethe ~~made~~Natural Gas Wellhead Decontrol Act deregulated the price for all “first sales” of natural gas. Thus, all ~~aware~~of our sales of ~~the~~gas ~~risk~~may ~~and~~be ~~difficulties~~made ~~encountered~~at bymarket aprices, ~~new~~subject ~~enterprise~~to inapplicable ~~the~~contract ~~oil~~provisions. ~~and~~Sales of natural gas ~~industry~~are affected by the availability, ~~especially~~terms inand ~~view~~cost of pipeline transportation. Since 1985, the ~~intense~~FERC has implemented regulations intended to make ~~competition~~natural ~~from~~gas ~~existing~~transportation ~~businesses~~more inaccessible ~~the~~to ~~industry~~gas buyers and ~~current~~sellers ~~industry~~on ~~conditions~~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

~~We have a limited revenue history and have a short history of operations.~~ 11

~~We have~~Table ~~only recently begun operations in the oil and gas industry. During the year ended March 31, 2016, we recognized a net loss~~ of $15,767,831 compared to $11,043,541 during the year ended March 31, 2015. With our acquisition of Western Interior effective March 31, 2015, we began to recognize revenues from operations during the first quarter of the fiscal year ended March 31, 2016; however, these are not enough to support operations.Contents

~~We are~~availability ~~not profitable~~ and ~~the~~reliability ~~business~~of ~~effort~~interruptible transportation isservice ~~considered~~on tointerstate bepipelines. inWe ando ~~early~~not ~~stage~~believe ofthat ~~operations.~~we Wewill ~~must~~ be ~~regarded~~affected asby aany ~~new~~action ~~or development~~taken ~~venture~~materially ~~with~~differently than ~~all~~other ofnatural ~~the~~gas ~~unforeseen costs~~producers, ~~expenses,~~gatherers ~~problems, risks~~ and ~~difficulties~~marketers towith which ~~such~~we ~~ventures are subject~~compete.

~~We are~~Regulation ~~not~~of ~~diversified~~sales and wetransportation of ~~will be dependent on only one business.~~oil

~~Because~~ Our sales of ~~our~~crude ~~limited~~oil ~~financial~~are ~~resources~~affected by the availability, itterms isand ~~unlikely~~cost ~~that~~of wetransportation. ~~will~~Interstate betransportation ~~able~~of tooil ~~diversify~~by ~~our~~pipeline ~~operations.~~is ~~Our~~regulated ~~probable~~by ~~inability~~the toFERC pursuant ~~diversify~~to ~~our~~the ~~activities~~Interstate ~~into~~Commerce ~~more~~Act ~~than~~(“ICA”), ~~one~~the ~~area~~Energy ~~will~~Policy ~~subject~~Act usof to1992 ~~economic~~and ~~fluctuations~~the ~~within~~rules ~~the~~and ~~energy~~regulations ~~industry~~promulgated under those laws. The ICA and ~~therefore~~its implementing regulations require that tariff rates for interstate service on oil pipelines, including ~~increase~~interstate ~~the~~pipelines ~~risks~~that ~~associated~~transport ~~with~~crude ~~our~~oil ~~operations~~and ~~due~~refined products (collectively referred to ~~lack~~as “petroleum pipelines”) be just and reasonable and non-discriminatory and that such rates and terms and conditions of ~~diversification~~service be filed with the FERC.

~~If we~~Intrastate ~~complete~~oil ~~the~~pipeline ~~proposed~~transportation rates ~~transaction~~are ~~with~~subject ~~Norris,~~to weregulation ~~will~~by ~~have~~state ~~diversified~~regulatory ~~our~~commissions. ~~operations~~The tobasis ~~include~~for ~~both~~intrastate ~~manufacturing~~oil ~~and~~pipeline ~~threading for~~regulation, ~~both~~and the ~~oil~~degree of regulatory oversight and ~~gas~~scrutiny ~~industry~~given ~~and~~to ~~the~~intrastate ~~horizontal~~oil ~~directional~~pipeline ~~drilling~~rates, ~~trenchless~~varies ~~industry~~from state to state. ~~However,~~Insofar ~~these~~as ~~operations~~effective ~~will~~interstate ~~still~~and beintrastate ~~reliant~~rates onare equally applicable to all comparable shippers, we do not believe that the regulation of oil ~~and~~transportation rates ~~gas~~will ~~industry~~affect ~~and,~~our operations in ~~addition,~~any ~~there~~way that is nomaterially ~~assurance~~different ~~that~~than ~~the~~those ~~acquisition~~of ~~will~~our becompetitors ~~completed~~who are similarly situated.

~~We can~~Environmental ~~give no assurance of success or profitability to our investors~~Laws.

~~There~~Oil and gas exploration and development isare nospecifically ~~assurance~~subject ~~that~~to weexisting ~~will~~federal ~~ever~~and ~~operate~~state ~~profitably~~laws and regulations governing environmental quality and pollution control. Such ~~There~~laws isand noregulations ~~assurance~~may ~~that~~substantially weincrease ~~will~~the ~~generate~~costs ~~revenues~~of orexploring ~~profits~~for, developing or ~~that the~~producing ~~market~~oil ~~price~~and ofgas ~~our~~and ~~common~~may ~~stock~~prevent or ~~will~~delay bethe ~~increased~~commencement ~~thereby~~or continuation of a given operation.

WeAll of our operations involving the ~~may~~exploration ~~have~~for aor ~~shortage~~the production of ~~working~~any ~~capital~~minerals inare subject to existing laws and regulations relating 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 ~~future~~right of ~~which~~adjoining ~~could~~property ~~jeopardize~~owners. ~~our~~We ~~ability~~may be required to ~~carry~~prepare ~~out~~and ~~our~~present ~~business~~to ~~plan~~federal, state or local authorities data pertaining to the effect or 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 time consuming and may delay commencement or continuation of exploration or production operations.

~~Our~~It may be anticipated that future legislation ~~capital~~will ~~needs~~significantly ~~consist~~emphasize ~~primarily~~the protection of ~~expenses~~the ~~related~~environment, toand ~~geological~~that, ~~evaluation~~as a consequence, ~~general~~our ~~and~~activities ~~administrative~~may ~~and~~be ~~potential~~more ~~exploration~~closely ~~participation~~regulated ~~and~~to ~~could~~further ~~exceed~~the ~~$10~~cause of environmental protection. Such legislation,~~000~~ as well as future interpretation of existing laws,~~000~~ may require substantial increases in ~~the~~equipment ~~next~~and ~~twelve~~operating ~~months.~~costs ~~Such~~to ~~funds~~us ~~are~~and ~~not~~delays, ~~currently~~interruptions ~~committed~~or a termination of operations, the extent of which cannot now be predicted.

14Title to Properties.

IfWe are not the record owner of our interest wein ~~find~~our ~~oil~~properties and ~~gas~~rely ~~reserves~~instead toon ~~exist~~contracts onwith athe ~~prospect,~~owner weor ~~will~~operator ~~need~~of ~~substantial~~the ~~additional~~property, ~~financing~~pursuant to ~~fund~~which, ~~the~~among ~~necessary~~other ~~exploration~~things, ~~and~~we ~~development~~have ~~work.~~the ~~Furthermore,~~right ifto ~~the~~have ~~results~~our ofinterest ~~that~~placed ~~exploration~~of ~~and~~record. ~~development~~As ~~work~~is ~~are~~customary ~~successful,~~in wethe ~~will~~oil ~~need~~and ~~substantial additional~~gas ~~funds~~industry, ~~for~~a ~~continued~~preliminary ~~development.~~title Weexamination generally will ~~need~~be toconducted ~~obtain~~prior to the ~~necessary~~time ~~funds~~unproved ~~either~~properties ~~through~~or ~~debt~~interests orare ~~equity~~acquired ~~financing, some~~by ~~form~~us. ofPrior ~~cost-sharing~~to ~~arrangement~~commencement ~~with~~of ~~others~~drilling operations oron ~~the~~such ~~sale~~acreage ofand ~~all~~prior orto ~~part~~the acquisition of ~~the~~proved ~~property.~~properties, ~~There~~we isusually nowill ~~assurance~~conduct ~~that~~a wethorough ~~will~~title examination beand ~~successful~~will inremedy ~~obtaining~~ any ~~financing.~~significant ~~These~~defects ~~various~~before ~~financing~~proceeding ~~alternatives~~with ~~may~~operations ~~dilute~~or the ~~interest~~acquisition of ~~our~~proved ~~shareholders~~properties, ~~and/or reduce~~as ~~our~~we ~~interest~~may ~~in the properties~~deem appropriate.

WeOur properties are subject to royalty, ~~will~~overriding ~~need~~royalty ~~additional~~and ~~financing~~other ~~for~~interests ~~which~~customary wein ~~have~~the noindustry, ~~commitments~~liens incident to agreements, current taxes and ~~this~~other ~~may~~burdens, minor ~~jeopardize~~encumbrances, ~~execution~~easements and restrictions. Although we are not aware of any material title defects or disputes with respect to our ~~business~~undeveloped ~~plan~~acreage, to the extent such defects or disputes exist, we would suffer title failures.

We have limited funds, and such funds may not be adequate to carry out the business plan in the oil and gas industry. Our ultimate success depends upon our ability to raise additional capital. We have not investigated the availability, source or terms that might govern the acquisition of additional capital and will not do so until we determine a need for additional 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 modest capital.12

~~We may~~Table ~~in the future issue more shares, which could cause a loss~~ of ~~control by our present management and current shareholders.~~ Contents

~~We may~~BACKLOG ~~issue~~OF ~~further shares out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company~~ORDERS. The result of such an issuance would be that those new shareholders and management would control our Company, and persons unknown could replace our current management. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

We ~~have~~ ~~warrants~~currently ~~and options issued and outstanding which are convertible into our common stock. A conversion of such equity instruments could~~ have ano ~~dilutive~~orders ~~effect~~for ~~on existing shareholders~~sales.

~~At March~~GOVERNMENT ~~31, 2016, we have warrants issued and outstanding exercisable into 1,351,877 shares of our common stock at ranges from $0~~CONTRACTS.~~10 to~~ $3.50 per share and options issued and outstanding exercisable into 1,127,750 shares of common stock at ranges from $0.10 to $2.00 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~~no ~~participation~~government ~~of management~~contracts.

~~Our directors~~COMPANY ~~are~~SPONSORED ~~also~~RESEARCH ~~acting as our officers. We will be heavily dependent upon their skills, talents and abilities, as well as several~~AND 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 planDEVELOPMENT. ~~Consultants may be employed on a part-time basis under a contract to be determined.~~

~~Our directors~~We ~~and officers~~ are, ornot ~~may~~conducting ~~become,~~any ~~in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses~~research. 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.

15NUMBER OF PERSONS EMPLOYED

WeAs of March 31, 2017, T-Rex had 7 full-time doemployees. ~~not~~Allen ~~know~~Heim, ofan ~~any~~officer ~~reason~~and ~~other~~director ~~than~~of ~~outside~~T-Rex, ~~business~~has ~~interests~~an ~~that~~Employment ~~would~~Agreement ~~prevent~~with our subsidiary, Terex. Don Walford and Martin Gottlob, officers and directors ~~from~~of ~~devoting full~~T-~~time to~~Rex, ~~our~~have Employment Agreements with the Company. ~~when~~All officers of the ~~business~~Company ~~may~~work 40 ~~demand~~hours ~~such~~a ~~full-time~~week. ~~participation~~All other employees are at will employees.

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

~~Presently there~~We 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,~~not have a ~~fiduciary duty of loyalty to us to disclose to us~~ any ~~business~~off-balance ~~opportunities which come to their attention in their capacity~~sheet ~~as an officer and/or director or otherwise~~arrangements. ~~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~~ITEM ~~agreed~~1A. toRISK ~~indemnification of officers and directors as is provided by Colorado Statute.~~FACTORS

~~Colorado Revised~~FORWARD ~~Statutes~~LOOKING ~~provide~~STATEMENTS 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~~This document includes forward-looking ~~directors’~~statements, ~~liability~~including, without limitation, statements relating to usT-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 ~~shareholders~~of isto 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.

~~Colorado Revised~~RISK ~~Statutes~~FACTORS ~~exclude~~RELATED ~~personal~~TO ~~liability~~OUR 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.COMPANY

~~RISK~~Our business has an operating ~~FACTORS~~history ~~RELATING~~of TOonly ~~OUR~~three ~~BUSINESS~~years after Bankruptcy emergence and is unproven and therefore risky.

~~Our~~ We began 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 ~~business~~industry, ~~has~~especially ~~numerous~~in ~~risks~~view ~~which~~of ~~could~~the ~~render~~intense uscompetition ~~unsuccessful~~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 oil and gas industry.

~~The search~~We ~~for~~have ~~new~~a ~~oil~~limited ~~and~~revenue ~~gas reserves frequently results in unprofitable efforts, not only from dry holes, but also from wells which,~~history ~~though~~and ~~productive,~~have ~~will not produce oil or gas in sufficient quantities to return~~ a ~~profit~~short onhistory ~~the costs incurred. There is no assurance we will find or produce oil or gas from any~~ of ~~the wells we have acquired or which may be acquired by us, nor are there any assurances that if we ever obtain any production it will be profitable~~operations.

We began operations in the oil and gas ~~have~~industry. ~~substantial~~During ~~competitors~~the ~~who~~year ~~have~~ended anMarch ~~advantage~~31, ~~over~~2017, uswe 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 ~~resources~~the industry, and ~~management~~our uneconomical production, we have ceased operations in the oil and gas industry.

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.13

16Table of Contents

We are not profitable and the business ~~will~~effort beis ~~subject~~considered to ~~all~~be in an early stage of ~~the~~operations. ~~market~~We ~~forces~~must inbe ~~the~~regarded ~~energy~~as ~~business,~~a ~~many~~new or development venture with all of ~~which~~the unforeseen ~~could~~costs, ~~pose~~expenses, aproblems, ~~significant~~risks ~~risk~~and difficulties to ~~our~~which ~~operations~~such ventures are subject.

~~The marketing~~We ofare ~~natural~~not ~~gas~~diversified and ~~oil which may be produced by our prospects~~ we will be ~~affected~~dependent byon aonly ~~number~~one ~~of factors beyond our control~~business. 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 our profitability from oil and gas activities.

~~There generally~~Because ~~are~~of ~~only~~our a limited ~~number~~financial ~~of gas transmission companies with existing pipelines in the vicinity of a gas well or wells.~~resources, Init ~~the event that producing gas properties are not subject to purchase contracts or that any such contracts terminate and other parties do not purchase our gas production, there~~ is nounlikely ~~assurance~~ that we will be able to ~~enter~~diversify ~~into~~our ~~purchase~~operations. ~~contracts~~Our ~~with~~probable ~~any transmission~~inability ~~companies~~to ordiversify ~~other~~our ~~purchasers~~activities ofinto ~~natural~~more ~~gas~~than one orarea ~~regarding~~will ~~the~~subject ~~price~~us ~~which such purchasers would be willing~~ to ~~pay for~~economic ~~such~~fluctuations ~~gas.~~within ~~There~~the ~~may,~~energy onindustry ~~occasion,~~and betherefore anincrease ~~oversupply of gas in~~ the ~~marketplace~~risks orassociated inwith ~~pipelines; the extent and duration of such~~our ~~oversupply~~operations ~~may~~due ~~affect~~to ~~prices~~lack ~~adversely. Such oversupply may result in reductions~~ of ~~purchases and prices paid to producers by principal gas pipeline purchasers~~diversification. ~~(See “Item 1. Business - Competition, Markets Regulation and Taxation.”)~~

~~We believe~~If ~~investors~~we ~~should~~complete ~~consider~~the ~~certain~~proposed ~~negative~~transaction with ~~aspects~~Norris, ofwe 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 the acquisition will be completed.

~~Dry Holes:~~ We ~~may~~can ~~expend~~give ~~substantial~~no ~~funds~~assurance ~~acquiring~~of ~~and potentially participating in exploring properties which we later~~success ~~determine~~or ~~not~~profitability to beour ~~productive~~investors. ~~All funds so expended will be a total loss to us.~~

~~Technical Assistance:~~There Weis ~~will~~no ~~find~~assurance itthat ~~necessary~~we towill ~~employ technical assistance in the operation of our business. As of the date~~ever ofoperate ~~this annual report, we have not contracted for any technical assistance~~profitably. ~~When~~There ~~we need it, such assistance~~ is ~~likely~~no toassurance bethat ~~available at compensation levels~~ we ~~would~~will begenerate ~~able~~revenues toor ~~pay. However~~profits, ~~there~~or ~~is no assurance~~ that ~~such~~the ~~assistance~~market ~~will~~price beof ~~available~~our ~~or,~~common ~~if available,~~stock ~~that it~~ will be atincreased ~~an acceptable compensation level~~thereby.

~~Uncertainty of Title:~~ We ~~will~~may ~~attempt~~have toa ~~acquire~~shortage ~~leases~~of orworking capital ~~interests~~ in ~~leases~~the byfuture ~~option, lease, farmout or by purchase. The validity of title to oil and gas property depends upon numerous circumstances and factual matters (many of~~ which ~~are~~could ~~not~~jeopardize ~~discoverable~~our ~~of record~~ability ~~or by other readily available means) and is subject~~ to ~~many~~carry ~~uncertainties~~out ~~of existing law and~~ our ~~application~~business plan.

~~Government Regulations:~~Our ~~The~~capital ~~area~~needs ofconsist ~~exploration~~ primarily of ~~natural~~expenses ~~resources~~related ~~has~~to ~~become~~geological ~~significantly~~evaluation, ~~regulated~~general ~~by state~~ and ~~federal~~administrative ~~governmental agencies,~~ and ~~such~~potential ~~regulation~~exploration ~~could~~participation ~~have an adverse effect on our operations. Compliance with statutes~~ and ~~regulations~~such ~~governing~~funds ~~the~~are ~~oil~~not ~~and~~currently ~~gas industry could significantly increase the capital expenditures necessary to develop our prospects~~committed.

~~Nature of~~If ~~our~~we ~~Business:~~find ~~Our~~oil ~~business~~and isgas ~~highly~~reserves ~~speculative~~to exist on a prospect, ~~involves~~we will need substantial additional financing to fund the ~~commitment~~necessary exploration and development work. Furthermore, if the results of ~~high-risk~~that ~~capital~~exploration and ~~exposes~~development uswork toare ~~potentially~~ successful, we will need substantial ~~losses~~additional funds for continued development. InWe ~~addition~~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 ~~direct~~obtaining ~~competition~~any ~~with~~financing. These ~~other~~various ~~organizations~~financing ~~which~~alternatives ~~are~~may ~~significantly~~dilute ~~better~~the ~~financed~~ interest of our shareholders and/or ~~staffed~~reduce ~~than~~our weinterest ~~are~~in the properties.

~~General Economic~~We ~~and~~will ~~Other~~need ~~Conditions:~~additional ~~Our business may be adversely affected from time to time by such matters as changes in~~financing ~~general~~for ~~economic,~~which ~~industrial~~we ~~and~~have ~~international~~no ~~conditions; changes in taxes~~commitments, ~~oil~~ and ~~gas~~this ~~prices~~may ~~and~~jeopardize ~~costs;~~execution ~~excess supplies and other factors~~ of aour ~~general~~business ~~nature~~plan.

~~Our~~We have limited funds, and such funds may not be adequate to carry out the business isplan ~~subject~~in the oil and gas industry. Our ultimate success depends upon our ability to raise ~~significant~~additional ~~weather~~capital. ~~interruptions~~We have not investigated the availability, source or terms that might govern the acquisition of additional capital and will not do so until we determine a need for additional 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 modest capital.

~~Our activities~~We may bein ~~subject~~the tofuture ~~periodic~~issue ~~interruptions~~more shares, ~~due~~which tocould ~~weather~~cause ~~conditions.~~a ~~Weather-imposed~~loss ~~restrictions during certain times~~ of ~~the~~control ~~year~~by ~~on roads accessing properties could adversely affect~~ our ~~ability~~present tomanagement ~~benefit~~and ~~from~~current ~~production on such properties or could increase the costs of drilling new wells because of delays~~shareholders.

17We may issue further shares out 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 that those new shareholders and management would control our Company, and persons unknown could replace our current management. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

Reserve 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.14

~~The process~~Table of estimating crude oil and natural gas reserves 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. See Part I, Item 2 for 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, 2016.Contents

~~In order~~We tohave ~~prepare~~warrants ~~reserve estimates, we must project production rates~~ and ~~the~~options ~~amount~~ issued and ~~timing~~outstanding ofwhich ~~development~~are ~~expenditures.~~convertible ~~Our booked~~into ~~proved~~our ~~undeveloped~~common ~~reserves must be developed within five years from the date of initial booking under SEC reserve rules~~stock. ~~Changes~~ inA ~~the~~conversion ~~timing~~ of ~~development plans that impact our ability to develop~~ such ~~reserves~~equity ininstruments ~~the~~could ~~required~~have ~~time~~a ~~frame~~dilutive ~~could result~~effect inon ~~fluctuations~~existing ~~in reserves between periods as reserves booked in one period may need to be removed in a subsequent period~~shareholders.

~~We must~~At ~~also~~March ~~analyze available geological~~31, ~~geophysical~~2017, ~~production~~we ~~and~~have ~~engineering~~warrants issued ~~data~~and inoutstanding ~~preparing~~exercisable ~~reserve~~into ~~estimates.~~1,851,877 ~~The~~shares ~~extent, quality~~of ~~and~~our ~~reliability~~common ofstock ~~this~~at ~~data~~ranges ~~can~~from ~~vary~~$0.25 ~~with~~to ~~the~~$3.50 ~~uncertainty~~per ofshare ~~decline~~and ~~curves~~options issued and ~~the~~outstanding ~~ability~~exercisable tointo ~~model~~1,372,750 ~~heterogeneity~~shares of ~~the~~ ~~porosity,~~common ~~permeability~~stock ~~and~~at ~~pressure~~ranges ~~relationships~~from in$0.62 ~~unconventional~~to ~~resources~~$1.00 ~~The~~per ~~process~~share. ~~also~~They ~~requires~~are ~~economic assumptions,~~exercisable ~~based~~in onwhole ~~historical~~or ~~data~~in ~~but~~part. ~~projected~~The ~~into~~exercise of the ~~future,~~warrants ~~about~~and/or ~~matters~~options ~~such~~into asshares ~~crude~~of ~~oil~~our ~~and~~common ~~natural~~stock ~~gas~~could ~~prices,~~have ~~drilling~~a ~~and~~dilutive ~~operating~~effect to ~~expenses,~~the ~~capital~~holdings ~~expenditures,~~of ~~taxes~~our ~~and~~existing ~~availability of funds~~shareholders.

~~The prices~~We ~~used~~will independ ~~calculating~~upon ~~our estimated proved reserves are~~management, ~~in accordance with SEC requirements, calculated by determining the~~ ~~unweighted~~but ~~arithmetic~~we ~~average~~may ofat ~~the~~times ~~first-day-of-the-month~~have ~~commodity~~limited ~~prices~~participation ~~for the preceding 12 months. Commodity prices declined significantly in the fourth quarter~~ of calendar year 2014 and were unstable during calendar year 2015 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 periodsmanagement.

~~Actual future~~Our ~~production,~~directors ~~crude~~are ~~oil~~also ~~and~~acting ~~natural~~as ~~gas~~our officers. ~~prices,~~We ~~revenues,~~will ~~taxes,~~be ~~development~~heavily ~~expenditures,~~dependent ~~operating~~upon ~~expenses~~their ~~and~~skills, ~~quantities of~~talents ~~recoverable crude oil~~ and ~~natural~~abilities, ~~gas~~as ~~reserves~~well ~~will~~as ~~vary~~several ~~and~~consultants ~~could~~to ~~vary~~us, ~~significantly~~to ~~from~~ implement our ~~estimates.~~business ~~Any~~plan, ~~significant~~and ~~variance could~~may, ~~materially~~from ~~affect~~time ~~the~~to ~~estimated~~time, ~~quantities~~find ~~and~~that ~~present~~the ~~value~~inability of ~~our~~the ~~reserves~~officers, ~~which~~directors inand ~~turn~~consultants ~~could~~to ~~have~~devote ~~an adverse effect~~their onfull-time ~~the~~attention ~~value~~to of our ~~assets.~~business Inresults ~~addition,~~in wea ~~may~~delay ~~adjust~~in ~~estimates~~progress oftoward ~~proved~~implementing ~~reserves,~~our ~~potentially~~business inplan. ~~material~~Consultants ~~amounts,~~may tobe ~~reflect~~employed ~~production~~on ~~history,~~a ~~results~~part-time ofbasis ~~exploration~~under ~~and~~a ~~development,~~contract ~~prevailing~~to ~~crude~~be ~~oil and natural gas prices and other factors, many of which are beyond our control~~determined.

~~The~~Our directors and officers are, or may ~~present~~become, ~~value~~in their individual capacities, officers, directors, controlling shareholder and/or partners of ~~future~~other ~~net~~entities ~~revenues~~engaged in ~~from~~a variety of businesses. Thus, our ~~proved~~officers ~~reserves~~and ~~will~~directors ~~not~~may ~~necessarily~~have bepotential ~~the~~conflicts ~~same~~including astheir ~~the~~time ~~current~~and ~~market~~efforts ~~value~~involved in participation with other business entities. Each officer and director of our ~~estimated~~business ~~crude~~may ~~oil~~be engaged in business activities outside of our business, and ~~natural~~the ~~gas~~amount ~~reserves~~of time they devote as officers and, indirectors ~~particular,~~to ~~may~~our bebusiness ~~reduced~~will ~~due~~be up to ~~the~~40 ~~recent~~hours ~~significant~~per week. ~~decline~~Investors in ~~commodity prices~~the Company should critically assess all of the information concerning our officers and directors.

~~You should~~We do not ~~assume~~know ~~the present value~~ of ~~future~~any ~~net~~reason ~~revenues~~other ~~from~~than outside ~~our~~business ~~proved~~interests ~~reserves~~that iswould ~~the~~prevent ~~current market value of~~ our ~~estimated crude~~officers ~~oil~~ and ~~natural~~directors ~~gas reserves. In accordance with SEC rules, we base the estimated discounted future net revenues~~ from ~~proved reserves~~devoting ~~on the 12~~full-~~month~~time ~~unweighted~~to ~~arithmetic~~our ~~average~~Company ofwhen the ~~first-day-of-the-month commodity prices for the preceding twelve~~business ~~months. Actual future prices~~ may bedemand ~~materially~~such ~~higher~~full-time ~~or lower than the SEC pricing used in the calculations~~participation. ~~Actual future net revenues from crude oil and natural gas properties will be affected by factors such as:~~

●Our ~~the~~officers ~~actual prices we receive for sales of crude oil~~ and ~~natural~~directors ~~gas;~~may have ●conflicts ~~the actual cost and timing~~ of ~~development~~interest ~~and~~as ~~production~~to ~~expenditures;~~corporate ●opportunities ~~the~~in ~~timing~~which ~~and~~we ~~amount~~may ofnot ~~actual~~be ~~production;~~able ~~and~~or ●allowed ~~changes~~to ~~in governmental regulations or taxation~~participate.

18Presently 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.

~~The timing~~We ofhave ~~both~~agreed ~~our~~to ~~production and our incurrence of expenses in connection with the development and production of crude oil and~~indemnification ~~natural gas properties will affect the timing and amount~~ of ~~actual~~officers ~~future net revenues from proved reserves,~~ and ~~thus~~directors ~~their~~as ~~actual present~~is ~~value.~~provided Inby ~~addition,~~Colorado the 10% discount factor we use when calculating discounted future net revenues may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with our reserves or the crude oil and natural gas industry in generalStatute.

WeColorado Revised Statutes provide for ~~may~~the beindemnification ~~required~~of our directors, officers, employees and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to ~~write~~which ~~down~~they become a party arising from their association with or activities on our behalf. We will also bear the ~~carrying~~expenses ~~values~~of such litigation for any of our ~~crude~~directors, ~~oil~~officers, ~~and~~employees ~~natural~~or ~~gas~~agents, ~~properties~~upon such person’s promise to repay us therefor if ~~crude~~it ~~oil~~is ~~prices~~ultimately ~~remain~~determined atthat ~~their~~any such person shall not have been entitled ~~current~~to ~~levels~~indemnification. orThis ~~decline~~indemnification ~~further~~policy could result in substantial expenditures by us that we will be unable to recoup.

~~Accounting rules~~Our ~~require~~directors’ ~~that we periodically review the carrying values of our crude oil and natural gas properties for possible impairment.~~liability 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~~us ~~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 levels or decline further, which could have a material adverse effect on our ~~results~~shareholders ofis ~~operations for the periods in which such charges are taken~~limited.

~~We are~~Colorado ~~subject~~Revised toStatutes ~~significant~~exclude ~~operating~~personal liability ~~hazards~~of our directors and ~~uninsured~~our ~~risk~~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 ~~energy~~case. ~~industry~~This provision does not affect the liability of any director under federal or applicable state securities laws.

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.15

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

~~Federal income~~RISK ~~tax~~FACTORS ~~laws~~RELATING ~~are~~TO ofOUR 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 operations and on our ability to obtain risk capital which our industry has traditionally attracted from taxpayers in high tax brackets.BUSINESS

~~We are~~Our ~~subject~~business, tothe ~~substantial~~oil ~~government~~and ~~regulation~~gas business, inhas ~~the~~numerous ~~energy~~risks ~~industry~~ which could ~~adversely~~render ~~impact~~ us unsuccessful.

The ~~production~~ ~~and~~search ~~sale~~for ofnew oil and gas ~~are~~reserves frequently ~~subject~~results toin ~~regulation~~unprofitable byefforts, ~~state~~not ~~and~~only ~~federal~~from ~~authorities~~dry holes, ~~the~~but ~~spacing~~also offrom wells ~~and~~which, ~~the~~though ~~prevention of~~productive, ~~waste.~~will ~~There~~not ~~are~~produce oil ~~both~~or ~~federal~~gas ~~and~~in ~~state~~sufficient ~~laws~~quantities ~~regarding~~to ~~environmental~~return ~~controls~~a ~~which~~profit ~~may~~on ~~necessitate~~the ~~significant~~costs ~~capital~~incurred. ~~outlays, resulting~~There inis ~~extended~~no ~~delays,~~assurance ~~materially~~we ~~affect~~will ~~our~~find ~~earnings~~or ~~potential~~produce ~~and~~oil or ~~cause~~gas ~~material~~from ~~changes~~any inof the inwells ~~our~~we ~~proposed~~have ~~business. We~~acquired ~~cannot~~or ~~predict~~which ~~what legislation, if any,~~ may be ~~passed~~acquired by ~~Congress~~us, ornor ~~state~~are ~~legislatures~~there inany ~~the~~assurances ~~future,~~that orif ~~the~~we ~~effect~~ever ~~of such~~obtain ~~legislation, if~~ any, onproduction ~~us.~~it ~~Such~~will ~~regulations~~be ~~may have a significant effect on our operating results~~profitable.

19We have substantial competitors who have an advantage over us in resources and management.

~~RISK~~We are and will continue to be an insignificant ~~FACTORS~~participant ~~RELATED~~in TOthe ~~OUR~~oil ~~STOCK~~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.

~~The regulation~~We ofwill ~~penny~~be ~~stocks~~subject byto ~~SEC~~all ~~and~~of ~~FINRA~~the market ~~may~~forces ~~discourage~~in the ~~tradability~~energy business, many of which could pose a significant risk to our ~~securities~~operations.

~~We are~~The amarketing ~~“penny~~of ~~stock”~~natural ~~company.~~gas ~~Our securities are subject to a Securities~~ and ~~Exchange Commission rule that imposes~~oil ~~special~~which ~~sales~~may ~~practice~~be ~~requirements~~produced ~~upon~~by ~~broker-dealers~~our ~~who~~prospects ~~sell~~will ~~such~~be ~~securities~~affected toby ~~persons~~a ~~other~~number ~~than~~of ~~established~~factors ~~customers~~beyond ~~or accredited~~our ~~investors~~control. ~~For~~These ~~purposes~~factors ofinclude the ~~rule,~~extent of the ~~phrase~~supply ~~“accredited investors” means, in general terms, institutions with assets in excess~~ of ~~$5,000,000,~~oil or ~~individuals~~gas ~~having a net worth~~ in ~~excess~~the ~~of $1~~market,~~000,000,~~ ~~excluding~~ the ~~primary~~availability ~~residence, or~~of ~~having~~competitive anfuels ~~annual~~and ~~income~~alternative ~~that~~energy ~~exceeds $200~~sources,~~000~~ ~~(or~~crude ~~that,~~oil ~~when combined with a spouse’s income~~imports, ~~exceeds $300,000). For~~ ~~transactions covered by~~ the ~~rule, the broker~~world-~~dealer~~wide ~~must~~political ~~make~~situation, aprice ~~special~~regulation ~~suitability~~and ~~determination~~other ~~for~~factors. ~~the~~Current ~~purchaser~~economic and ~~receive the~~market ~~purchaser’s~~conditions ~~written~~have ~~agreement~~created ~~to the transaction prior to the sale. Effectively, this discourages broker-dealers from~~dramatic ~~executing~~fluctuations ~~trades~~ in ~~penny~~oil ~~stocks~~prices. ~~Consequently,~~Any ~~the~~significant ~~rule~~decrease ~~will~~in ~~affect~~ the ~~ability of investors to sell their securities in any~~ market ~~that~~prices ~~might~~of ~~develop~~oil ~~therefor~~and ~~because~~gas itcould ~~imposes~~materially ~~additional~~affect ~~regulatory~~our ~~burdens~~profitability from onoil ~~penny~~and ~~stock~~gas ~~transactions~~activities.

InThere generally are only a limited number ~~addition,~~of ~~the~~gas ~~Securities~~transmission ~~and~~companies ~~Exchange~~with ~~Commission~~existing ~~has~~pipelines ~~adopted~~in athe ~~number~~vicinity of ~~rules~~a togas ~~regulate~~well ~~“penny~~or ~~stocks”~~wells. ~~Such~~In ~~rules~~the event that producing gas properties ~~include~~are ~~Rules~~not ~~3a51-1,~~subject ~~15g-1,~~to ~~15g-2,~~purchase ~~15g-3,~~contracts ~~15g-4,~~or ~~15g-5,~~that ~~15g-6,~~any ~~15g-7~~such contracts terminate and ~~15g-9~~other ~~under~~parties ~~the~~do ~~Securities~~not ~~Exchange~~purchase ~~Act~~our ofgas ~~1934~~production, as ~~amended~~there ~~(the~~is ~~“Exchange~~no ~~Act”).~~assurance ~~Because~~that ~~our~~we ~~securities~~will ~~constitute~~be ~~“penny~~able ~~stocks”~~to ~~within~~enter ~~the~~into ~~meaning~~purchase ofcontracts ~~the~~with any transmission companies or other purchasers ~~rules,~~of natural gas or regarding the ~~rules~~price ~~would~~which ~~apply~~such topurchasers uswould ~~and~~be willing to ~~our~~pay ~~securities~~for such gas. ~~The~~There ~~rules~~may, ~~will~~on ~~further~~occasion, ~~affect~~be an oversupply of gas in the ~~ability~~marketplace ofor ~~owners~~in pipelines; the extent and duration of ~~shares~~such tooversupply ~~sell~~may affect prices adversely. Such ~~our~~oversupply ~~securities~~may result in ~~any~~reductions ~~market~~of ~~that~~purchases ~~might~~and ~~develop~~prices ~~for~~paid ~~them~~to ~~because~~producers itby ~~imposes~~principal ~~additional~~gas ~~regulatory~~pipeline ~~burdens~~purchasers. on(See ~~penny~~“Item 1. ~~stock~~Business ~~transactions~~- Competition, Markets Regulation and Taxation.”)

~~Shareholders should~~We bebelieve ~~aware~~investors ~~that,~~should ~~according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent~~consider ~~years~~certain ~~from~~negative ~~patterns~~aspects of fraud 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~~operations.

Dry Holes: We ~~will~~may ~~pay~~expend nosubstantial ~~foreseeable~~funds ~~dividends~~acquiring and potentially participating in ~~the~~exploring ~~future~~properties which we later determine not to be productive. All funds so expended will be a total loss to us.

Technical Assistance: We will find it necessary to employ technical assistance in the operation of our business. As of the date of this annual report, we have not ~~paid~~contracted ~~dividends~~for onany ~~our~~technical ~~common~~assistance. ~~stock~~When ~~and~~we doneed ~~not~~it, ~~ever~~such ~~anticipate~~assistance ~~paying~~is likely to be available at compensation levels we would be able to pay. However, there is no assurance that such ~~dividends~~assistance inwill ~~the~~be ~~foreseeable~~available ~~future~~or, if available, that it will be at an acceptable compensation level.

~~Our~~Uncertainty of Title: ~~investors~~We ~~may~~will ~~suffer~~attempt ~~future~~to ~~dilution~~acquire ~~due~~leases or interests in leases by option, lease, farmout or by purchase. The validity of title to ~~issuances~~oil and gas property depends upon numerous circumstances and factual matters (many of ~~shares~~which ~~for~~are ~~various~~not ~~considerations~~discoverable inof ~~the~~record ~~future~~or by other readily available means) and is subject to many uncertainties of existing law and our application.

~~There~~Government Regulations: ~~may~~The bearea ~~substantial~~of ~~dilution~~exploration toof ~~our~~natural ~~shareholders~~resources ashas abecome ~~result~~significantly ofregulated ~~future~~by ~~decisions~~state ofand ~~the~~federal ~~Board~~governmental toagencies, ~~issue~~and such ~~shares~~regulation ~~without~~could ~~shareholder~~have an adverse effect on our operations. Compliance with statutes and regulations governing the oil and ~~approval~~gas ~~for~~industry ~~cash,~~could ~~services~~significantly orincrease ~~acquisitions~~the capital expenditures necessary to develop our prospects.

At March 31, 2016, we have warrants issued and outstanding exercisable for 1,351,877 shares of our common stock at ranges from $0.10 to $3.50 per share. In addition, we have options exercisable into 1,127,750 shares of our common stock at ranges from $0.10 to $2.00 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.16

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

~~All of~~Nature ~~the outstanding shares~~ of ~~common stock held by~~ our ~~present officers, directors, and affiliate shareholders are “restricted~~Business: ~~securities”~~Our ~~within~~business ~~the~~is ~~meaning~~highly ~~of Rule 144 under the Securities Act of 1933~~speculative, asinvolves ~~amended. As restricted securities, these shares may be resold only pursuant to an effective registration statement or under~~ the ~~requirements~~commitment of ~~Rule~~high-risk ~~144~~capital ~~or other applicable exemptions from registration under the Act~~ and asexposes ~~required~~us ~~under~~to ~~applicable~~potentially ~~state securities laws~~substantial losses. ~~Rule~~In ~~144 provides in essence that a person who has held restricted securities for six months~~addition, ~~under~~we ~~certain~~will ~~conditions,~~be ~~may sell every three months,~~ in ~~brokerage transactions,~~direct acompetition ~~number~~with of shares that does not exceed the greater of 1.0% of the 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 months. A sale under Rule 144 or under any other ~~exemption~~organizations ~~from~~which ~~the~~are ~~Act,~~significantly ifbetter ~~available,~~financed orand ~~pursuant to subsequent registration of shares~~staffed ofthan ~~common~~we ~~stock of present shareholders, may have a depressive effect upon the price of the common stock in any market that may develop~~are.

20General Economic and Other Conditions: Our business may be adversely affected from time to time by such matters as changes in general economic, industrial and international conditions; changes in taxes, oil and gas prices and costs; excess supplies and other factors of a general nature.

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

~~Because of~~Our ~~the~~activities ~~limited trading market for our common stock and because of the possible price volatility, you~~ may ~~not~~ be ~~able~~subject to ~~sell your~~periodic ~~shares~~interruptions ofdue ~~common stock when you desire~~ to doweather soconditions. ~~The~~Weather-imposed ~~inability~~restrictions toduring ~~sell~~certain ~~your~~times ~~shares~~of inthe ayear ~~rapidly~~on ~~declining~~roads ~~market~~accessing ~~may substantially~~properties ~~increase~~could ~~your~~adversely ~~risk~~affect ofour ~~loss~~ability ~~because~~to ofbenefit ~~such~~from ~~illiquidity~~production ~~and~~on ~~because~~such ~~the~~properties ~~price~~or ~~for~~could ~~our~~increase ~~securities~~the ~~may~~costs ~~suffer~~of ~~greater~~drilling ~~declines~~new ~~because~~wells because of ~~our price volatility~~delays.

~~The price~~Reserve ofestimates ~~our~~depend ~~common~~on ~~stock~~many assumptions that ~~will~~may ~~prevail~~turn inout ~~the~~to ~~market~~be atinaccurate. ~~any~~Any ~~given~~material ~~time~~inaccuracies ~~may~~in bethese ~~higher~~reserve estimates or ~~lower~~underlying ~~than~~assumptions will ~~the~~materially ~~price~~affect ~~you~~the ~~paid.~~quantities ~~Certain factors,~~and ~~some~~present value of ~~which~~our ~~are~~reserves. ~~beyond~~The ~~our~~Company’s ~~control,~~current ~~that~~estimates ~~may~~of ~~cause~~reserves ~~our~~could change, ~~share~~potentially ~~price~~in tomaterial ~~fluctuate~~amounts, ~~significantly~~in ~~include~~the future, ~~but~~in ~~are~~particular ~~not limited~~due to the ~~following:~~recent significant decline in commodity prices.

●The ~~Variations~~process inof ~~our~~estimating ~~quarterly~~crude ~~operating~~oil and ~~results;~~natural ●gas ~~Loss~~reserves is complex and inherently imprecise. It requires interpretation of aavailable ~~key~~technical ~~relationship~~data orand ~~failure~~many assumptions, including assumptions relating to ~~complete~~current and future economic conditions, production rates, drilling and operating expenses and commodity prices. Any significant ~~transactions;~~inaccuracy ●in ~~Additions~~these interpretations or ~~departures~~assumptions ofcould ~~key~~materially ~~personnel;~~affect our estimated quantities and ●present ~~Fluctuations~~value inof ~~stock~~our ~~market~~reserves. ~~price~~See Part I, Item 2 for information about our estimated crude oil and ~~volume~~natural gas reserves, PV-10 and Standardized Measure of discounted future net cash flows as of March 31, 2017.

~~Additionally, in~~In ~~recent~~order ~~years~~to ~~the~~prepare ~~stock~~reserve ~~market in general~~estimates, we ~~and~~must ~~the~~project ~~over-the-counter~~production ~~markets~~rates ~~in particular, have experienced extreme price~~ and ~~volume~~ ~~fluctuations. In some cases, these fluctuations are unrelated or disproportionate to~~ the ~~operating~~amount ~~performance~~and timing of ~~the~~development ~~underlying company~~expenditures. ~~These~~Our ~~market~~booked ~~and~~proved ~~industry~~undeveloped ~~factors~~reserves must ~~may~~be ~~materially~~developed ~~and~~within ~~adversely~~five ~~affect~~years ~~our~~from ~~stock~~the ~~price,~~date ~~regardless~~ of ~~our~~initial ~~operating~~booking ~~performance. In~~under ~~the~~SEC ~~past,~~reserve ~~class~~rules. ~~action~~Changes ~~litigation often has been brought against companies following periods of volatility~~ in the ~~market~~timing ~~price~~ of ~~those~~development plans ~~companies’~~that ~~common~~impact ~~stock.~~our Ifability weto ~~become~~develop ~~involved~~such inreserves ~~this type of litigation~~ in the ~~future,~~required ittime frame could result in ~~substantial costs~~fluctuations ~~and~~in ~~diversion~~reserves ofbetween periods ~~management~~as ~~attention~~reserves ~~and~~booked ~~resources,~~in ~~which~~one ~~could~~period ~~have~~may aneed ~~further~~to ~~negative~~be ~~effect~~removed onin ~~your~~a ~~investment~~subsequent ~~in our stock~~period.

~~Any~~We must also analyze available geological, ~~new~~geophysical, ~~potential~~production ~~investors~~and ~~will~~engineering ~~suffer~~data ain ~~disproportionate~~preparing ~~risk~~reserve estimates. The extent, quality and ~~there~~reliability ~~will~~of bethis ~~immediate~~data ~~dilution~~can vary with the uncertainty of ~~existing~~decline ~~investor’s~~curves and the ability to model heterogeneity of the porosity, permeability and pressure relationships ~~investments~~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 availability of funds.

~~Our~~The prices used in calculating our estimated ~~present~~proved ~~shareholders~~reserves ~~have~~are, ~~acquired~~in ~~their~~accordance ~~securities~~with atSEC arequirements, ~~cost~~calculated ~~significantly~~by ~~less~~determining ~~than~~the ~~that~~unweighted ~~which~~arithmetic ~~future~~average ~~purchasers~~of the first-day-of-the-month commodity prices for the preceding 12 months. Commodity prices declined significantly in the ~~market~~fourth quarter of calendar year 2016 ~~may~~and ~~pay.~~were ~~Therefore~~unstable during fiscal year 2016 and if such prices do not increase significantly, ~~any~~our ~~new~~future ~~potential~~calculations ~~investors~~of estimated proved reserves will ~~bear~~be ~~most~~based ofon ~~the~~lower ~~risk~~commodity ofprices ~~loss~~which could result in our having to remove non-economic reserves from our proved reserves in future periods, and our properties will be uneconomical.

~~Our~~Actual future production, crude oil ~~business~~and isnatural ~~highly~~gas ~~speculative~~prices, 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 ~~investment~~estimated isquantities ~~therefore~~and ~~risky~~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.

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.17

~~ITEM 1B.~~Table ~~UNRESOLVED~~of ~~STAFF COMMENTS~~Contents

~~Not~~We are required to write down ~~Applicable~~the carrying values of our crude oil and natural gas properties if crude oil prices remain at their current levels or decline further.

~~ITEM~~Accounting rules require that we periodically 2review the carrying values of our crude oil and natural gas properties for possible impairment. ~~PROPERTIES~~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 levels or decline further, which could have a material adverse effect on our results of operations for the periods in which such charges are taken. We have impaired all of our properties.

~~REAL~~We are subject to significant ~~ESTATE~~operating hazards and uninsured risk in the energy industry.

~~None~~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.

21We are subject to federal income tax laws and changes therein which could adversely impact us.

~~PATENTS~~Federal income tax laws are of particular ~~AND~~significance ~~PATENT~~to ~~APPLICATIONS~~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 operations and on our ability to obtain risk capital which our industry has traditionally attracted from taxpayers in high tax brackets.

~~None~~We are subject to substantial government regulation in the energy industry which could adversely impact us.

~~OIL~~The production and sale of oil and gas ~~AND~~are ~~GAS~~subject ~~PROPERTIES~~to regulation by state and federal authorities, the spacing of wells and the prevention of waste. There are both federal and state 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 in our proposed business. We cannot predict what legislation, if any, may be passed by Congress or state legislatures in the future, or the effect of such legislation, if any, on us. Such regulations may have a significant effect on our operating results.

~~Our oil~~RISK ~~and~~FACTORS ~~natural~~RELATED ~~gas~~TO ~~properties~~OUR ~~are located in the states of Wyoming and Nebraska.~~STOCK

~~Title~~The regulation of penny stocks toby ~~Properties~~SEC and FINRA may discourage the tradability of our securities.

AsWe are a “penny stock” company. isOur ~~customary~~securities inare ~~the~~subject ~~oil~~to a Securities and ~~natural~~Exchange ~~gas~~Commission ~~industry,~~rule wethat ~~generally~~imposes ~~conduct~~special asales ~~preliminary~~practice ~~title~~requirements ~~examination~~upon ~~prior~~broker-dealers who sell such securities to ~~the~~persons ~~acquisition of~~other ~~properties~~than established customers or ~~leasehold~~accredited ~~interests~~investors. ~~Prior~~For topurposes ~~commencement~~ of ~~operations~~the onrule, ~~such~~the ~~acreage~~phrase “accredited investors” means, ain ~~thorough~~general ~~title~~terms, ~~examination~~institutions ~~will~~with ~~usually be~~assets ~~conducted~~in ~~and~~excess ~~any~~of ~~significant~~$5,000,000, ~~defects~~or ~~will~~individuals behaving a ~~remedied~~net ~~before~~worth ~~proceeding~~in ~~with~~excess ~~operations.~~of We$1,000,000, ~~believe~~excluding the ~~title~~primary toresidence, ~~our~~or ~~leasehold properties~~having isan ~~good,~~annual ~~defensible~~income ~~and~~that ~~customary~~exceeds ~~with~~$200,000 ~~practices~~(or inthat, when ~~the~~combined ~~oil~~with ~~and~~a ~~natural~~spouse’s ~~gas~~income, ~~industry~~exceeds $300,000). ~~subject~~For totransactions ~~such~~covered ~~exceptions~~by ~~that we~~the ~~believe~~rule, dothe ~~not~~broker-dealer ~~materially~~must ~~detract~~make a ~~from~~special ~~the~~suitability ~~use~~determination offor ~~such~~the ~~properties.~~purchaser ~~With~~and ~~respect~~receive tothe ~~our~~purchaser’s ~~properties~~written ofagreement ~~which~~to wethe ~~are~~transaction ~~not~~prior to the ~~record owner~~sale. Effectively, wethis ~~rely~~discourages ~~instead~~broker-dealers onfrom ~~contracts~~executing ~~with~~trades ~~the~~in ~~owner~~penny orstocks. ~~operator~~Consequently, of the ~~property~~rule orwill ~~assignment~~affect the ability of ~~leases,~~investors ~~pursuant~~ to ~~which,~~sell ~~among other~~their ~~things,~~securities wein ~~generally~~any ~~have~~market ~~the~~that ~~right~~might todevelop ~~have~~therefor ~~our~~because ~~interest~~it ~~placed~~imposes additional regulatory burdens on ~~record~~penny stock transactions.

~~Our properties~~In ~~are generally subject to royalty~~addition, ~~overriding~~the ~~royalty~~Securities and ~~other~~Exchange Commission ~~interests~~has ~~customary~~adopted ina ~~the~~number ~~industry,~~of ~~liens~~rules ~~incident~~ to ~~agreements,~~regulate ~~current~~“penny ~~taxes~~stocks”. ~~and~~Such ~~other~~rules ~~burdens,~~include ~~minor~~Rules ~~encumbrances~~3a51-1, ~~easements~~15g-1, ~~and restrictions. We do not believe any of these~~15g-2, ~~burdens~~15g-3, ~~will~~15g-4, ~~materially~~15g-5, ~~interfere~~15g-6, ~~with~~15g-7 ~~our~~and ~~use~~15g-9 ofunder ~~these~~the ~~properties.~~Securities Exchange

~~Summary of Oil and Natural Gas Reserves~~ 18

~~The following~~Table ~~disclosures~~of for the fiscal year ended March 31, 2016 include only those reserves attributable to those properties located in Fremont, Hot Springs and Park Counties in Wyoming and to those properties located in the Cole Creek field in Natrona and Converse Counties in Wyoming.Contents

~~Any reserves~~Act ~~attributable~~of to1934, as amended (the “Exchange Act”). Because our ~~Nebraska,~~securities ~~Burke~~constitute ~~Ranch,~~“penny ~~Wyoming~~stocks” within the meaning of the rules, the rules would apply to us and ~~certain~~to ~~undeveloped~~our ~~properties~~securities. atThe ~~Western~~rules ~~Interior~~will ~~and~~further affect the ~~Mondo, Utah~~ability ~~project~~of ~~were~~owners ~~not~~of ~~considered~~shares to sell our securities in ~~the~~any ~~reserve~~market that ~~report,~~might asdevelop ~~those~~for ~~properties~~them ~~are~~because ~~undeveloped~~it atimposes ~~this~~additional ~~time~~regulatory burdens on penny stock transactions.

~~Reserves~~Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud 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.

~~The following~~We ~~table~~will ~~sets~~pay ~~forth~~no ~~our~~foreseeable ~~estimated net proved reserves as of March 31, 2016 based upon the reserve report dated July 19,~~dividends ~~2016. All such reserves are attributable to those properties located~~ in ~~Fremont,~~the ~~Hot Springs, Park, Sweetwater, Natrona and Converse Counties in Wyoming~~future.

	Oil Reserves (MBbls)
	2016
	Gross (100%)		Net
Estimated Proved Reserves Data:
Proved developed proving (PDP)		180.4		122.6
Proved undeveloped reserves (PUD)		0		0
Total Proved Reserves		180.4		122.6

We have not paid dividends on our common stock and do not ever anticipate paying such dividends in the foreseeable future.

22Our investors may suffer future dilution due to issuances of shares for various considerations in the future.

~~Proved~~There may be substantial dilution to ~~developed~~our ~~oil~~shareholders ~~reserves~~as ~~are~~a ~~reserves~~result ~~that~~of ~~can~~future bedecisions ~~recovered~~of ~~through~~the ~~existing~~Board ~~wells~~to ~~with~~issue ~~existing~~shares ~~equipment~~without ~~and~~shareholder ~~operating~~approval ~~methods~~for cash, services or acquisitions.

~~There are~~At ~~no proved undeveloped oil reserves at~~ March 31, ~~2016.~~2017, ~~Proved~~we ~~undeveloped~~have ~~oil reserves are reserves that are expected to be~~warrants ~~recovered~~issued ~~from~~and ~~new~~outstanding ~~wells~~exercisable onfor ~~undrilled acreage~~1,851,877 orshares ~~from~~of ~~existing~~our ~~wells~~common ~~where~~stock aat ~~relatively~~ranges ~~major~~from ~~expenditure~~$0.25 isto ~~required~~$3.50 ~~for~~per ~~completion~~share. ~~Proved~~ ~~undeveloped~~In ~~reserves~~addition, we onhave ~~undrilled~~options ~~acreage~~exercisable ~~are~~into ~~limited~~1,372,750 toshares ~~those directly offsetting development spacing areas that are reasonably certain~~ of ~~production~~our ~~when~~common ~~drilled,~~stock ~~unless~~at ~~evidence~~ranges ~~using~~from ~~reliable~~$0.62 ~~technology~~to ~~exists~~$1.00 ~~that~~per ~~establishes~~share. ~~reasonable~~The ~~certainty~~warrants ofand ~~economic~~options ~~productivity~~are atexercisable ~~greater~~in ~~distances.~~whole ~~All~~or ~~proved~~in ~~undeveloped~~part. ~~locations~~The inexercise ~~our~~of ~~July~~the ~~19,~~warrants ~~2016~~and/or ~~Reserves~~options ~~Report~~into ~~are~~shares ~~included in~~of our ~~development~~common ~~plan~~stock ~~and~~could have ~~are~~a ~~scheduled~~dilutive effect to bethe ~~drilled~~holdings ~~within~~of ~~five~~our ~~years~~existing ~~from their initial proved booking date~~shareholders.

~~Estimates of~~Rule ~~proved~~144 ~~developed~~sales ~~and~~in ~~undeveloped~~the ~~reserves~~future ~~are~~may have ~~inherently~~a ~~imprecise~~depressive ~~and~~effect ~~are continually subject to revision based~~ on ~~production history,~~our ~~results~~stock ~~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~~All of the outstanding shares of common stock held by our present officers, directors, and affiliate shareholders are “restricted securities” within the meaning of ~~Technical~~Rule ~~Persons~~144 under the Securities Act of 1933, as amended. As restricted 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 ~~Internal~~as ~~Controls~~required ~~Over~~under ~~Reserves~~applicable ~~Estimation~~state ~~Process~~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 the 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 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 shareholders, may have a depressive effect upon the price of the common stock in any market that may develop.

~~The reserves~~Our ~~estimates~~common ~~shown~~stock ~~herein~~may ~~have~~be ~~been independently evaluated by Netherland~~volatile, ~~Sewell & Associates, Inc. (NSAI), a worldwide~~ ~~leader~~which ofsubstantially ~~petroleum~~increases property analysis for industry and financial organizations and government agencies. NSAI was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699. Within NSAI, the ~~technical~~risk ~~persons~~that ~~primarily~~you ~~responsible~~may ~~for~~not ~~preparing~~be ~~the~~able ~~estimates~~to ~~set~~sell ~~forth~~your inshares the NSAI reserves report incorporated herein are Mr. Neil H. Little and Mr. Mike K. Norton. Mr. Little, a Licensed Professional Engineer in the State of Texas (No. 117966), has been practicing consulting petroleum engineering at NSAI since 2011 and has over 9 years of prior industry experience. He graduated from Rice University in 2002 with a Bachelor of Science Degree in Chemical Engineering and from University of Houston in 2007 with a Master of Business Administration Degree. Mr. Norton, a Licensed Professional Geoscientist in the State of Texas, Geology (No. 441), has been practicing consulting petroleum geoscience at NSAI since 1989 and has over 10 years of prior industry experience. He graduated from Texas A&M University in 1978 with a Bachelor of Science Degree in Geology. Both technical principals meet or ~~exceed~~above the ~~education,~~price ~~training~~that ~~and~~you ~~experience~~have ~~requirements~~paid ~~set forth in the Standards Pertaining to the Estimating and~~for ~~Auditing of Oil and Gas Reserves Information promulgated by~~ the Society of Petroleum Engineers; both are proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelinesshares. The technologies and economic data used in the estimation of our proved reserves include, but are not limited to, well logs, geologic maps, well test data, production data, historical price and cost information, and property ownership interests.

~~Mr. Martin~~Because ~~Gottlob,~~of the ~~Company’s~~limited ~~Vice~~trading ~~President~~market for our common stock and because of ~~Geology~~the possible price volatility, isyou ~~primarily~~may ~~responsible~~not ~~for~~be ~~the~~able ~~determination~~to ~~and~~sell ~~the~~your ~~presentation~~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 ~~the~~loss because ~~reserves~~of ~~presented~~such byilliquidity and because the ~~Company~~price for our securities may suffer greater declines because of our price volatility.

The technical persons responsible for preparing the reserves estimates presented herein meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Natural Gas Reserves Information promulgated by the Society of Petroleum Engineers.19

~~Our internal~~Table ~~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 formal 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.Contents

23The 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:

~~Estimates of~~● ~~oil~~Variations 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.~~our ~~These~~quarterly ~~reports rely upon various assumptions, including assumptions required by the SEC, such as constant oil and natural gas prices,~~ operating ~~expenses~~results; ~~and~~● ~~future~~Loss ~~capital~~of ~~costs.~~a ~~The~~key ~~process~~relationship ~~also requires~~or ~~assumptions~~failure ~~relating~~ to ~~availability~~complete ofsignificant ~~funds~~transactions; ~~and~~● ~~timing~~Additions ofor ~~capital~~departures ~~expenditures for development~~ of ~~our~~key ~~proved~~personnel; ~~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~~Fluctuations ~~is also dependent on geological, engineering and economic data for each reservoir. Because of the uncertainties inherent~~ in ~~the~~stock ~~interpretation~~market ofprice ~~this data, we cannot be certain that the reserves will ultimately be realized. Our actual results could differ materially. See “Note 13 — 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~~volume.

~~Under SEC rules~~Additionally, ~~proved~~in ~~reserves~~recent ~~are~~years ~~those~~the ~~quantities~~stock market ofin ~~oil~~general, and ~~natural~~the ~~gas,~~over-the-counter ~~which~~markets in particular, byhave ~~analysis~~experienced ofextreme ~~geoscience~~price and ~~engineering~~volume ~~data, can~~fluctuations. beIn ~~estimated~~some cases, ~~with~~these ~~reasonable~~fluctuations ~~certainty~~are tounrelated beor ~~economically~~disproportionate ~~producible~~to ~~from~~the aoperating ~~given~~performance ~~date~~of ~~forward,~~the ~~from~~underlying ~~known~~company. ~~reservoirs,~~These ~~and~~market ~~under~~and ~~existing~~industry ~~economic~~factors ~~conditions,~~may ~~operating~~materially ~~methods~~ and ~~government~~adversely ~~regulations.~~affect ~~The~~our ~~term~~stock ~~“reasonable~~price, ~~certainty” implies~~regardless aof ~~high~~our ~~degree~~operating ofperformance. ~~confidence~~In ~~that~~ the ~~quantities~~past, class ofaction ~~oil~~litigation ~~and/or~~often ~~natural~~has ~~gas~~been ~~actually~~brought ~~recovered~~against ~~will~~companies ~~equal~~following orperiods ~~exceed~~of ~~the estimate.~~volatility Toin ~~achieve reasonable certainty, NSAI employs technologies consistent with~~ the ~~standards~~market ~~established~~price byof ~~the~~those ~~Society~~companies’ ofcommon ~~Petroleum Engineers~~stock. ~~The~~If ~~technologies~~we ~~and~~become ~~economic~~involved ~~data~~in ~~used~~this type of litigation in the ~~estimation~~future, ofit ~~our~~could ~~proved~~result ~~reserves~~in ~~include,~~substantial ~~but~~costs ~~are~~and ~~not~~diversion ~~limited~~of ~~to,~~management ~~well~~attention ~~logs~~and resources, ~~geologic~~which ~~maps~~could ~~and~~have ~~available~~a ~~downhole~~further ~~and~~negative ~~production~~effect ~~data,~~on ~~and~~your ~~well~~investment ~~test~~in ~~data~~our stock.

~~Summary~~Any new potential investors will ofsuffer ~~Oil~~a disproportionate risk and ~~Natural~~there ~~Gas~~will ~~Properties~~be ~~and~~immediate ~~Projects~~dilution of existing investor’s investments.

~~Production~~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 ~~Price~~investors ~~and~~will ~~Cost~~bear ~~History~~most of the risk of loss.

~~During the~~Our ~~fiscal~~business ~~year~~is ~~ended~~highly ~~March 31, 2016, we had production from and sold oil from our properties in the Big Horn Basin and during~~speculative ~~the fourth quarter of the fiscal year ended March 31, 2016 we recognized production~~ and ~~sales of oil from our properties in~~ the ~~Cole~~ ~~Creek~~investment ~~Field.~~is ~~During~~therefore ~~the fiscal year ended March 31, 2015, we did not have any production of or sales of oil or natural gas~~risky.

~~Developed~~Due to the speculative nature of our ~~and~~business, ~~Undeveloped~~it ~~Acreage~~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.

~~The following~~ITEM ~~table~~1B. ~~presents~~UNRESOLVED ~~our~~STAFF ~~total gross and net developed and undeveloped acreage by region as of March 31, 2016 and 2015:~~COMMENTS

	2016								2015
	Developed Acres				Undeveloped Acres				Developed Acres				Undeveloped Acres
	Gross(1)		Net (2)		Gross		Net		Gross		Net		Gross		Net
Wyoming (3)
Big Horn Basin		480		425		4,726		2,025		480		425		4,726		2,025
Wind River Basin		-		-		-		-		160		14		4,533		449
South Central		-		-		-		-		-		-		5,995		4,345
Cole Creek		6,057		4,647		6,514		4,998		-		-		4,000		2,039
Burke Ranch		-		-		4,222		3,378		-		-		4,837		3,378
Nebraska (4)
Sioux County		80		80		160		160		80		80		160		160
Kimball County		40		26		-		-		40		26		-		-
Utah (5)
Covenant Mondo		-		-		-		-		-		-		3,995		3,995
Total		6,657		5,178		15,622		26,183		760		545		28,246		14,414

Not Applicable.

24ITEM 2. PROPERTIES

	(1)	“Gross” means the total number of acres in which we have a working interest.
	(2)	“Net” means the sum of the fractional working interests that we own in gross acres.
	(3)	Approximately 2,896 gross of the total 4,726 undeveloped gross acres at the Big Horn Basis, are held through leases by production. The remaining gross acres are held by leases with terms expiring in 2020.
		The 6,514 gross undeveloped acres at Cole Creek are held by production and the 3,622 gross acres at Burke Ranch are also held by production.
	(4)	The 160 acres are held by production.
	(5)	The undeveloped acres at Covenant Mondo are held by production and two wells were drilled during the year ended March 31, 2015. Both wells were dry holes.

REAL ESTATE.

~~Productive Wells~~ None.

~~The following~~PATENTS ~~table~~AND ~~presents~~PATENT ~~the total gross and net productive wells by area and by oil or natural gas completion as of March 31, 2016 and 2015:~~APPLICATIONS.

	2016								2015
	Oil Wells				Natural Gas Wells				Oil Wells				Natural Gas Wells
	Gross(1)		Net(2)		Gross		Net		Gross		Net		Gross		Net
Wyoming
Big Horn Basin		6		6		-		-		6		6		-		-
Wind River Basin		-		-		-		-		5		0.39		-		-
South Central		-		-		-		-		-		-		-		-
Cole Creek		13		8.66		-		-		-		-		-		-
Burke Ranch		-		-		-		-		-		-		-		-
Nebraska
Sioux County		1		1		-		-		1		1		-		-
Kimball County		1		.65		-		-		1		.65		-		-
Utah
Covenant Mondo		-		-		-		-		-		-		-		-
Total		21		16.31		-		-		13		8.04		-		-

None.

	(1)	“Gross” means the total number of wells in which we have a working interest.
	(2)	“Net” means the sum of the fractional working interests that we own in gross wells.

OIL AND GAS PROPERTIES.

~~Oil~~Our oil and natural gas properties are ~~Production,~~located ~~Production~~in ~~Prices~~the ~~and~~states ~~Production~~of ~~Costs~~Wyoming and Nebraska.

	For the Fiscal Years Ending
	March 31,
	2016		2015
Revenue
Oil Sales (Bbl)	$	33.93	$	-
Net Production Sold
Oil (Bbl)		16,120		-
Costs and expenses (per Bbl)
Lease operating expenses	$	33.48	$	-
Transportation and marketing expenses	$	-	$	-

Title to Properties

25As 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.

~~Drilling Activity~~ 20

~~The Company’s~~Table ~~operational activities are focused on re-work~~ of ~~existing wells for production purposes.~~Contents

~~During~~ We believe the ~~year~~title ~~ended~~to ~~March~~our ~~31,~~leasehold properties ~~2015~~is good, defensible and customary with practices in the ~~Company~~oil ~~recognized~~and $1natural gas industry,~~360,119~~ insubject ~~exploration~~to ~~expense~~such exceptions that we believe do not materially detract from the use of such properties. With respect to ~~drill~~our ~~two~~properties ~~wells~~of inwhich we are not the ~~Covenant~~record owner, ~~Mondo~~we rely instead on contracts with the owner or operator of the property or assignment of leases, pursuant to which, among ~~project.~~other ~~Both~~things, ~~wells~~we ~~were~~generally ~~dry~~have ~~holes~~the right to have our interest placed on record.

AtOur properties are generally subject ~~March~~to 31royalty, ~~2016,~~overriding royalty and other interests customary in the ~~Company~~industry, ~~had~~liens noincident ~~wells~~to ~~being~~agreements, ~~drilled~~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.

~~ITEM 3.~~Summary ~~LEGAL~~of ~~PROCEEDINGS~~Oil and Natural Gas Reserves

~~T-Rex anticipates~~We ~~that~~have itnot ~~(including~~obtained ~~current~~a ~~and~~reserve ~~any future subsidiaries) will from time to time become subject to claims and legal~~report ~~proceedings~~for ~~arising in~~ the ~~ordinary~~fiscal ~~course~~year ofended ~~business.~~March It31, is2017 ~~not~~because ~~feasible~~oil toprices ~~predict~~declined ~~the~~so ~~outcome~~significantly ~~of any such proceedings and we cannot assure~~ that ~~their~~our ~~ultimate~~properties ~~disposition~~are ~~will~~uneconomical ~~not have a materially adverse effect on the Company’s business, financial~~and ~~condition,~~therefore ~~cash~~no ~~flows~~projected orreserve ~~results~~value ofcan ~~operations.~~be ~~The Company is not a party to any pending legal proceedings, nor is the Company aware of any civil proceeding or government authority contemplating any legal proceeding as of the date of this filing~~recognized.

~~ITEM~~Reserves attributable to our Nebraska, 4.Burke ~~MINING~~Ranch, ~~AND~~Wyoming, ~~SAFETY~~and ~~DISCLOSURE~~certain undeveloped properties at Western Interior were not considered in any reserves, as those properties are undeveloped and non-producing at this time.

~~Not Applicable.~~Reserves

~~PART~~We do not compute reserves for this IIyear, 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.

~~ITEM~~Proved developed oil reserves are reserves 5.that ~~MARKET~~can ~~FOR~~be ~~REGISTRANT’S~~recovered ~~COMMON~~through ~~EQUITY,~~existing ~~RELATED~~wells ~~STOCKHOLDER~~with ~~MATTERS~~existing ~~AND~~equipment ~~ISSUER~~and ~~PURCHASES~~operating OFmethods ~~EQUITY~~and ~~SECURITIES~~are based upon multiple assumptions, including prices, and production costs.

~~Market~~There are no proved undeveloped oil ~~Information~~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 develop these proved undeveloped locations.

~~Our common~~Estimates ~~stock~~of isproved ~~quoted~~developed onand ~~the~~undeveloped reserves ~~OTCQB~~are inherently imprecise and ~~was~~are ~~traded~~continually ~~under~~subject ~~the~~to ~~symbol~~revision ~~“RNCH”~~based ~~from~~on ~~October~~production 28history, ~~2009~~results toof ~~November~~additional 25exploration and development, ~~2014 when~~price itand ~~was~~production ~~changed~~cost tochanges ~~“TRXO”~~and asother afactors. ~~result~~See “— Qualifications of ~~our~~Technical ~~name~~Persons ~~change~~and Internal inControls ~~October~~Over ~~2014~~Reserves Estimation Process.”

~~On October~~Qualifications ~~8, 2014, an amendment to our Articles~~ of ~~Incorporation~~Technical ~~was filed in order to authorize a reverse split of the common stock,~~Persons ~~issued~~ and ~~outstanding,~~Internal onControls aOver ~~one~~Reserves ~~(1)~~Estimation ~~new~~Process ~~share for three hundred fifty (350) old shares basis, with fractional shares being redeemed in cash. FINRA approved the amendment, effective October 29, 2014.~~

~~For~~Our internal staff of geoscience professionals ~~the~~work ~~periods~~closely ~~indicated,~~with ~~the~~our ~~following~~independent ~~table~~petroleum ~~sets~~engineers ~~forth~~to ensure the ~~high~~integrity, accuracy and ~~low~~timeliness ~~bid~~of ~~prices~~data ~~per~~furnished ~~share~~to ofthem in ~~our~~their ~~common~~reserves ~~stock~~estimation asprocess. ~~reported~~We ~~by the~~review ~~OTCQB~~with ~~for~~them our ~~fiscal~~properties ~~years~~and ~~ended~~discuss ~~March~~methods ~~31,~~and ~~2016~~assumptions ~~and~~used ~~2015~~in their preparation of our fiscal year-end reserves estimates. InWhile ~~considering~~we ~~this~~have ~~information,~~no itformal iscommittee ~~important~~specifically designated to ~~note~~review ~~that~~reserves ~~the~~reporting ~~historical~~and ~~prices~~the ~~for~~reserves estimation process, a copy of each of the ~~fiscal~~NSAI ~~year~~reserve ~~ended~~reports ~~March~~is ~~31,~~reviewed ~~2015~~with representatives of NSAI and ~~those~~our internal ~~for~~technical ~~the~~staff ~~periods~~before ~~prior~~we todisseminate ~~October~~any 29of the information. Additionally, ~~2014~~our ~~have~~senior ~~been~~management ~~adjusted~~reviews and approves the final reserve report and any significant internally estimated changes to ~~reflect~~our ~~the~~proved ~~reverse~~reserves ~~split~~on an annual basis.

~~These~~Estimates of oil and natural gas reserves ~~prices~~are ~~represent~~projections ~~inter~~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-~~dealer~~looking ~~quotations~~in ~~without~~nature. ~~retail~~These ~~markup~~reports rely upon various assumptions, ~~markdown~~including orassumptions ~~commission~~required by the SEC, such as constant oil and ~~may~~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 ~~necessarily~~be ~~represent~~construed as ~~actual~~the current market value of our reserves. The process of estimating oil and natural gas reserves is also dependent on geological, ~~transactions~~engineering and economic data for each reservoir. Because of the uncertainties inherent in the

	HIGH		LOW
Fiscal Year 2016
Quarter Ended:
June 30, 2015	$	3.55	$	2.15
September 30, 2015	$	3.25	$	1.50
December 31, 2015	$	1.75	$	1.20
March 31, 2016	$	2.40	$	1.10
Fiscal Year 2015
Quarter Ended:
June 30, 2014	$	3.98	$	1.57
September 30, 2014	$	5.20	$	2.13
December 31, 2014	$	6.40	$	2.05
March 31, 2015	$	3.50	$	1.54

26Table of Contents

~~Holders~~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.)

~~There~~ Under SEC rules, proved reserves are those ~~approximately~~quantities ~~356~~of ~~holders~~oil and natural gas, which, by analysis of ~~record~~geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. (See note at the end of ~~T-Rex’s~~the ~~common~~previous ~~stock~~paragraph.) asThe term “reasonable certainty” implies a high degree of ~~March~~confidence 31that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. To achieve reasonable certainty, ~~2016~~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.

~~Dividend~~Summary of Oil and Natural Gas Properties ~~Policy~~and Projects

~~Holders of~~Production, ~~the~~Price ~~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 itCost ~~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.~~History

~~Recent~~During the fiscal year ended March 31, ~~Sales~~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 ~~Unregistered~~the ~~Securities~~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.

~~During the~~Developed ~~fiscal years ended March 31, 2016~~ and ~~2015,~~Undeveloped ~~we made the following sales of our unregistered securities.~~Acreage

The ~~numbers~~ ~~below~~following ~~have~~table ~~been~~presents ~~adjusted~~our ~~for~~total ~~the~~gross 1and ~~for~~net ~~350~~developed and ~~share~~undeveloped ~~reverse~~acreage ~~split~~by region as of ~~October~~March ~~2014.~~31, 2017 and 2016:

DATE OF SALE	TITLE OF SECURITIES		NO. OF SHARES				CONSIDERATION	CLASS OF PURCHASER
	2017											2016
August 2014	Common Shares			371,003			$1,300,000	Terex Energy Corporation
	Developed Acres							Undeveloped Acres				Developed Acres				Undeveloped Acres
December 2014	Common Shares			81,692			Recapitalization	Shareholders
	Gross				Net			Gross		Net		Gross(1)		Net(2)		Gross		Net
December 2014	Common Shares			7,385,700			Shares of Terex Energy Corporation	Shareholders of Terex Energy Corporation
Wyoming (3)
March 2015	Common Shares			7,465,168			Shares of Western Interior Oil and Gas Corporation	Shareholders of Western Interior Oil and Gas Corporation
Big Horn Basin		480				425			4,726		2,025		480		425		4,726		2,025
March 2015	Common Shares			20,000			$50,000	Business Associate
Wind River Basin		-				-			-		-		-		-		-		-
April – December 2015	Common Shares			664,050			$1,345,000	Business Associate/Existing Shareholders
South Central		-				-			-		-		-		-		-		-
September 2015	Common Shares			8,000			Payment of $20,000 in Trade Payable	Business Associate
Cole Creek		6,057				4,647			6,514		4,998		6,057		4,647		6,514		4,998
October – March 2016	Series A Preferred Shares			407,094			$682,989	Business Associates/Existing Shareholders/Director
Burke Ranch		-				-			4.222		3,378		-		-		4.222		3,378
October – March 2016	Warrants			407,094			$135,049	Business Associates/Existing Shareholders/Director
Nebraska (4)
January 2016	Convertible Promissory Notes			-			$100,000	Directors
Sioux County		80				80			160		160		80		80		160		160
June 2015 - March 2016	Common Shares			691,536			$536,633	Directors/Business Associates
Kimball County		40				26			-		-		40		26		-		-
Utah (5)
Covenant Mondo		-				-			-		-		-		-		-		-
Total		6,657				5,178			15,622		26,183		6,657		5,178		15,622		26,183

	(1)	“Gross” means the total number of acres in which we have a working interest.

	(2)	“Net” means the sum of the fractional working interests that we own in gross acres.

	(3)	Approximately 2,896 gross of the total 4,726 undeveloped gross acres at the Big Horn Basis, are held through leases by production. The remaining gross acres are held by leases with terms expiring in 2020.

~~Exemption From Registration Claimed~~22

~~Except as~~Table ~~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.Contents

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.

		The 6,514 gross undeveloped acres at Cole Creek are held by production and the 3,622 gross acres at Burke Ranch are also held by production.

	(4)	The 160 acres are held by production.

	(5)	The undeveloped acres at Covenant Mondo are held by production and two wells were drilled during the year ended March 31, 2015. Both wells were dry holes.

~~Issuer Purchases~~Productive ofWells ~~Equity Securities~~

~~T-Rex~~The following table presents the total ~~did~~gross ~~not~~and ~~repurchase~~net ~~any~~productive ~~shares~~wells ofby ~~its~~area ~~common~~and ~~stock~~by ~~during~~oil ~~the~~or ~~years~~natural ~~ended~~gas completion as of March 31, ~~2016~~2017 and ~~2015.~~2016:

ITEM 6. SELECTED FINANCIAL DATA

	2017								2016
	Oil Wells				Natural Gas Wells				Oil Wells				Natural Gas Wells
	Gross		Net		Gross		Net		Gross(1)		Net(2)		Gross		Net
Wyoming
Big Horn Basin		6		6		-		-		6		6		-		-
Wind River Basin		-		-		-		-		-		-		-		-
South Central		-		-		-		-		-		-		-		-
Cole Creek		13		8.66		-		-		13		8.66		-		-
Burke Ranch		-		-		-		-		-		-		-		-
Nebraska
Sioux County		1		1		-		-		1		1		-		-
Kimball County		1		.65		-		-		1		.65		-		-
Utah
Covenant Mondo		-		-		-		-		-		-		-		-
Total		21		16.31		-		-		21		16.31		-		-

Not applicable.

	(1)	“Gross” means the total number of wells in which we have a working interest.

	(2)	“Net” means the sum of the fractional working interests that we own in gross wells.

28Oil Production, Production Prices and Production Costs

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

	Year Ended March 31,
	2107			2016
Revenue	$	1,182,683		$	547,000
Expenses:
Production costs		1,036,389			539,673
Depreciation, depletion, amortization and valuation
Allowance		538,627			14,942,000
Exploration		152,854			4,705

Results of operations of oil and gas producing activities	$	(545,187	)	$	(14,939,378	)

~~The following~~Drilling ~~discussion~~Activity 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~~operational ~~statements as of March 31, 2016,~~activities ~~and~~were ~~for~~focused ~~each~~on ~~of the years in the two~~re-~~year~~work ~~period~~of ~~then~~existing ~~ended,~~wells ~~includes~~for aproduction ~~“going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern~~purposes.

~~PLAN~~At March 31, 2017, the Company had no OFwells ~~OPERATIONS~~being drilled.

We are an energy company, focused on the acquisition, exploration, development and production of oil and natural gas. We have acquired oil and natural gas properties located in the western United States, mainly in the Rocky Mountain region. Our goal is to drill and produce oil and gas cost effectively by concentrating our efforts in proven oil rich areas where we have in-house geologic and operating experience.23

~~We are~~Table ~~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.Contents

~~To date,~~ITEM ~~we have focused our activities in Eastern Wyoming along the Salt Creek/Big Muddy trend~~3. ~~Starting~~LEGAL 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.PROCEEDINGS

~~Our acquisition~~T-Rex ~~strategy~~anticipates ~~includes~~that ~~taking~~it ~~older~~(including current ~~wells~~and ~~that~~any ~~are~~future ~~shut~~subsidiaries) inwill orfrom ~~have~~time ~~lower~~to ~~production~~time ~~results~~become ~~and~~subject ~~applying~~to ~~new~~claims and ~~existing technologies~~legal toproceedings ~~work-over~~arising ~~and/or~~in ~~recomplete~~the ~~those~~ordinary course ~~wells~~of sobusiness. asIt is not feasible to ~~increase~~predict ~~production~~the outcome of any such proceedings and ~~ultimate~~we ~~recovery.~~cannot ~~Technologies~~assure tothat betheir ultimate ~~deployed~~disposition ~~include~~will ~~3-D~~not ~~seismic~~have ~~imaging~~a tomaterially ~~target~~adverse ~~undeveloped~~effect ~~areas~~on of the ~~reservoir~~Company’s ~~that~~business, ~~contain~~financial ~~remaining~~condition, ~~primary~~cash ~~reserves~~flows ~~and~~or results ~~horizontal~~of ~~drilling~~operations. toThe ~~increase~~Company ~~recoveries,~~is asa ~~well~~party asto ~~secondary~~pending ~~and~~legal ~~tertiary~~proceedings ~~recovery~~as ~~methods~~follows toas ~~increase~~of ~~produced~~the ~~reserves.~~date of this filing:

~~We will~~On ~~require~~September ~~substantial~~3, ~~additional~~2016, ~~capital~~a tosuit ~~support~~was ~~our existing and proposed future operations. We have no committed source~~filed ~~for~~in ~~any~~the ~~additional~~Supreme ~~funds~~Court as of the ~~date~~State ~~hereof.~~of NoNew ~~representation~~York, isBMO ~~made~~Holding, ~~that~~LLC ~~any funds will be available when needed~~vs. InT-Rex ~~the event funds cannot be raised when needed~~Oil, weInc. ~~may~~That ~~not~~case bewas ~~able~~dismissed ~~to carry out our business plan, may never achieve sales or royalty income and could fail~~ in ~~business~~early ~~as a result of these uncertainties~~2016.

~~RESULTS~~A new suit was filed in the United States OFDistrict ~~OPERATIONS~~Court for the District of Colorado in early 2017 and was voluntarily dismissed on August 21, 2017. Each sought $100,000,000.

~~For~~A suit was filed in District Court El ~~the~~Paso ~~Year~~County, ~~Ended~~State ~~March~~of 31Colorado styled Stephen Calandrella vs. T-Rex Oil, ~~2016~~Inc. ~~Compared~~and toa ~~the~~judgement ~~Year~~was ~~Ended~~entered ~~March~~on 31July 16, ~~2015~~2018 for $275,000 and satisfaction of judgement was filed on November 14, 2018.

~~Overview.~~A ~~During~~suit ~~the~~was ~~year~~filed ~~ended~~in ~~March 31, 2016,~~ the ~~Company~~District ~~recognized~~Court Broomfield ~~a net loss of $15~~County,~~767,831~~ ~~compared~~State ~~to a net loss~~ of ~~$11,043,541~~Colorado ~~for~~on ~~the~~August ~~year ended March 31~~21, ~~2015. The~~2017 ~~increase~~styled ofBMO $4Holding,~~724,290~~ isLLC ~~primarily~~vs ~~the~~T-Rex ~~result~~Oil ~~of an increase in oil sales offset by an increase in operational activities, impairment of oil~~ and ~~gas~~Donald ~~properties~~Walford. asThat asuit ~~result in~~was ~~the~~dismissed ~~decline~~with ofPrejudice ~~oil~~on ~~and~~April ~~gas~~8, ~~prices and the acquisition of Western Interior~~2019. ~~Discussions of individually significant line items follow:~~

~~Revenues: During~~A ~~the~~suit ~~year~~was ~~ended~~filed ~~March~~October 3126, 2016, in the ~~Company~~District ~~recognized~~Court ~~revenues~~for ~~of $547,000. During~~ the ~~year~~City ~~ended March 31, 2015, the Company did not recognize revenues from its oil~~ and ~~gas~~County ~~operational~~of ~~activities.~~Denver ~~During~~by ~~the~~Jon ~~year~~Nicolaysen ~~ended~~to ~~March~~collect ~~31,~~a ~~2016~~$50,000 ~~the Company sold approximately 16,120 barrels of oil at an average price of $33~~note.93 ~~per~~That ~~barrel~~case ~~during~~was ~~the~~settled ~~period. Management expects to see increases~~ in ~~its production numbers as it takes over the management of the operations of the wells held by LLC#3 and from the~~August ~~Company’s purchase of outstanding working interests in these properties during April 2016~~2017.

29ITEM 4. MINING AND SAFETY DISCLOSURE.

~~Operating Expenses:~~Not ~~During the year ended March 31, 2016, the Company had an increase of $6,693,726 in total operating expenses as a result of the following:~~Applicable.

~~An increase~~PART in costs of $509,584 related to its oil and gas operational activities as a result of its acquisition of Western Interior. General and administrative expenses increased by $464,096 primarily as a result of increases in staffing and costs associated with reporting requirements. Depletion, depreciation, amortization and accretion increased by $3,392,414 as a result of its acquisition of Western Interior oil and gas properties that at March 31, 2016 reflected only 46.5MBbls of proved producing reserves (no proved undeveloped reserves) due to SEC pricing requirements with a decrease in exploration costs $1,440,037 due to the Company focusing its efforts on existing producing wells and an increase in asset impairment of $3,411,348 further as a result of SEC pricing requirements.II

~~We have~~Market ~~incurred~~Information ~~a net loss of $15,767,831 for the year ended March 31, 2016 and have had a limited operating history.~~

~~On April~~Our ~~26,~~common ~~2015,~~stock weis ~~entered~~quoted ~~into~~on ~~a Subscription Agreement for~~ the ~~purchase of shares of our restricted common stock pursuant to~~OTCQB ~~Regulation~~and S.was ~~Through~~traded ~~the~~under ~~termination of~~ the ~~Subscription~~symbol ~~Agreement~~“RNCH” asfrom ofOctober ~~September 30~~28, ~~2015,~~2009 weto ~~received~~November $125,~~345,000~~ in2014 ~~funds and~~when ~~issued~~it ~~664,050~~was ~~shares~~changed ofto ~~restricted~~“TRXO” as ~~common~~a ~~stock.~~result ~~The~~of ~~Company~~our ~~has~~name ~~used~~change ~~these~~in ~~funds~~October ~~to support ongoing operations~~2014.

In On October ~~2015~~8, ~~the Company commenced a private placement financing of $7~~2014,~~000,000~~ inan ~~Units,~~amendment ato our ~~Unit~~Articles ~~consisting~~ of 1Incorporation ~~share~~was offiled ~~its Series~~in Aorder ~~Shares~~to ~~and~~authorize a ~~Unit~~reverse ~~Warrant.~~split ~~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~~issued ~~at a~~and ~~market~~outstanding, ~~price~~on ofa one ~~$5.00~~(1) ornew ~~above~~share for athree ~~period~~hundred offifty 10(350) ~~days.~~old ~~The~~shares ~~Series~~basis, Awith ~~Shares~~fractional doshares ~~not~~being ~~accrue~~redeemed ~~dividends~~in ~~and~~cash. ~~have~~FINRA ~~a deemed purchase~~approved ~~price~~the ofamendment, ~~$2.00~~effective ~~per~~October ~~share~~29, 2014.

~~At March~~For ~~31, 2016,~~ the ~~Company~~periods ~~had received $657~~indicated,~~988~~ ofthe ~~cash~~following table insets ~~exchange~~forth ~~for~~the ~~issuance~~high ~~of 396,519 shares of its Series A Shares~~ and ~~Unit~~ ~~Warrants~~low ~~exercisable~~bid ~~for~~prices ~~396,519~~per ~~shares~~share of our common stock. ~~Additionally,~~as inreported ~~March~~by ~~2016,~~ the ~~Company~~OTCQB ~~issued~~for ~~12,500~~our ~~shares~~fiscal ofyears ended ~~its~~March ~~Series~~31, A2017 ~~Shares~~ and ~~Unit Warrants exercisable for 12,500 shares of common stock in the discharge of an accounts payable totaling $25,000~~2016.

On January 14, 2016, the Company issued secured convertible promissory notes (“Notes”) to two of its directors in exchange for a total of $100,000 in cash or $50,000 per director. The Notes mature on September 30, 2016 with an interest rate of 5% per annum. The Notes are convertible into shares of the Company’s restricted common stock at an exercise price to be determined by the average consecutive daily trade closing price less 30%. The Notes are secured by the Company’s equity interest in T-Rex #3.24

~~The Company~~Table ~~will need substantial additional capital to support its proposed future energy operations. We only began to recognize revenues in the first quarter~~ of this fiscal year and they are not sufficient to support operations. The Company has no committed source for any funds but as of March 31, 2016, we have $428,204 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.Contents

~~Decisions regarding~~These ~~future~~prices ~~participation~~represent ~~in oil and gas development or geophysical studies or other activities will be made on a case~~inter-~~by-case~~dealer ~~basis.~~quotations Wewithout ~~may,~~retail ~~in any particular case~~markup, ~~decide~~markdown ~~to participate~~ or ~~decline~~commission ~~participation.~~and ~~If participating, we~~ may ~~pay~~not ~~our~~necessarily ~~proportionate share~~represent ofactual ~~costs to maintain our proportionate interest through cash flow or debt or equity financing~~transactions. ~~If participation is declined, we 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.~~

The Company used cash flows in operations of $2,161,730 during the year ended March 31, 2016 that was adjusted by non-cash items including: depreciation, depletion, amortization and accretion of $3,411,348, gain on settlement of claims of $1,531,048, an asset impairment of $11,573,243, equity based compensation of $60,262 and gain on disposition of assets of $44,100.

	HIGH		LOW
Fiscal Year 2017
Quarter Ended:
June 30, 2016	$	1.85	$	1.75
September 30, 2016	$	2.00	$	0.35
December 31, 2016	$	1.10	$	0.55
March 31, 2017	$	1.15	$	0.61

Fiscal Year 2016
Quarter Ended:
June 30, 2015	$	3.55	$	2.15
September 30, 2015	$	3.25	$	1.50
December 31, 2015	$	1.75	$	1.20
March 31, 2016	$	2.40	$	1.10

30Holders

~~The Company~~There ~~used~~are ~~cash~~approximately ~~flows~~356 ~~in investing activities of $1,338,250 during the year ended March 31, 2016 that was primarily comprised~~holders of: ~~additions~~record ~~to oil and gas properties~~ of ~~$1,439,527, additions to non~~T-~~oil~~Rex’s ~~and~~common ~~gas~~stock ~~properties~~as of ~~$17,817~~March ~~net of loans to affiliates of $50~~31,~~000,~~ ~~proceeds from the sale of mineral interest of $30,000 and additions to other assets of $39,094~~2017.

~~The Company~~Dividend was provided cash flows from financing activities of $3,291,642 during the year ended March 31, 2016 through $2,674,670 from the sale of restricted common stock, Series A Shares and Unit Warrants and the cash contribution of a director and shareholder of $1,000,000, net of $383,028 in repayment of notes payable.Policy

~~Promissory~~Holders of the Company’s common ~~Notes~~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.

~~During the~~Recent ~~year~~Sales ~~ended March 31, 2016, the Company paid $341,405 in principal towards the repayment~~ of ~~promissory~~Unregistered 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, 2016, the Company owes a balance in the amount of $488,298 on one of the promissory notes plus accrued interest of $12,783, with the remaining three promissory notes being paid in full.Securities

~~On August~~During ~~1, 2015,~~ the ~~Company,~~fiscal ~~relative~~years toended ~~the repurchase by the Company on~~ March 31, ~~2015~~2017 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~~2016,~~920~~ bewe ~~considered~~made ~~a reduction in~~ the ~~purchase~~following ~~price~~sales ~~by the Company~~ of ~~the~~our ~~14,368~~unregistered ~~shares of Western Interior common stock~~securities. ~~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.~~

On January 14, 2016, the Company borrowed $50,000 each from two directors in exchange for secured promissory notes including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The promissory notes are collateralized by certain oil and gas properties located in the State of Wyoming. Holders may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory notes, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. The Company at March 31, 2016 owes $100,000 on the two promissory notes plus accrued interest of $1,052.

DATE OF
SALE

TITLE OF
SECURITIES

NO. OF
SHARES

CONSIDERATION

CLASS OF
PURCHASER

April 2015 –

December 2015

Common Shares

664,050

1,345,000

Business Associate/Existing Shareholders

September 2015

Common Shares

8,000

Payment of $20,000 in Trade Payable

Business Associate

October 2015 –

March 2016

Series A Preferred Shares

407,094

682,989

Business Associates/Existing Shareholders/Director

October 2015 –

March 2016

Warrants

407,094

135,049

Business Associates/Existing Shareholders/Director

January 2016

Convertible Promissory Notes

—

100,000

Directors

~~Line-of-Credit~~25

~~The Company~~Table ~~has a line-~~of~~-credit~~ with a bank in the amount of $350,000 collateralized by certain oil and gas properties of the Company. The line-of-credit matures on November 2016. Annual interest is at prime plus 2.50% with a floor of 7%. The Company owes $174,789 on the line-of-credit at March 31, 2016.Contents

Short Term

DATE OF SALE

TITLE OF SECURITIES

NO. OF SHARES

CONSIDERATION

CLASS OF PURCHASER

June 2015 –

March 2016

Common Shares

691,536

536,633

Directors/Business Associates

June 2016 –

February 2017

Common Shares

702,888

758,777

Business Associates/Existing Shareholders

June 2016

Common Shares

50,000

Exercise of Options for $5,000

Existing Shareholder

August 2016 –

March 2017

Common Shares

450,000

Exercise of Options for Payment of $22,000 in Trade Payables

Existing Shareholders/Director

June 2016 –

December 2016

Warrants

850,000

503,700

Business Associates/Existing Shareholders

July 2016

Common Shares

572,055

Conversion of 409,019 Series A Preferred Shares

Business Associates/Existing Shareholders/Director

August 2016

Common Shares

425,000

Members of T-Rex Oil LLC #1 Put Option at $1/Share

Business Associates/Existing Shareholders

November 2016

Common Shares

75,000

Interest Cost of $49,752 on a Loan to the Company

Existing Shareholder

April 2016 –

February 2017

Promissory Notes

—

205,000

Business Associates/Existing Shareholders/Director

November 2016

Convertible Promissory Note

—

300,000

Business Associate

~~On a~~Exemption ~~short-term~~From ~~basis,~~Registration 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.Claimed

~~Capital~~Except as noted below, all of the above ~~Resources~~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 ~~has~~of ~~only~~its ~~equity~~unregistered assecurities 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 ~~capital~~management ~~resource~~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.

3126

~~We have~~Table noof 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.Contents

~~Need for~~Issuer ~~Additional~~Purchases ~~Financing~~of Equity Securities

~~We do~~T-Rex did not ~~have~~repurchase ~~capital~~any ~~sufficient to meet our cash needs. The Company will have to seek loans or equity placements to cover such~~shares ~~cash~~of ~~needs.~~its ~~Recompletions~~common ~~and~~stock ~~re-works~~during ~~on existing wells, along with exploration activities will spur~~ the ~~need~~fiscal ~~for~~years ~~additional financing~~ended isMarch ~~likely~~31, to2017 ~~increase~~and ~~substantially~~2016.

~~No commitments~~ITEM ~~to provide additional funds have been made by the Company’s management or other shareholders~~6. ~~Accordingly,~~SELECTED ~~there can~~FINANCIAL ~~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.~~DATA

~~The Company~~Not ~~will need substantial additional capital to support its proposed future energy operations~~applicable. We have insufficient revenues to cover our corporate costs. The Company has no 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~~ITEM ~~future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis~~7. ~~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~~MANAGEMENT’sS ~~proportionate~~DISCUSSION ~~interest~~AND ~~through~~ANALYSIS ~~cash~~OF ~~flow~~FINANCIAL orCONDITION ~~debt~~AND orRESULTS ~~equity~~OF 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.OPERATIONS

~~Critical~~The following discussion should be ~~Accounting~~read ~~Policies~~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.

~~Principles~~The independent registered public accounting firm’s report on the Company’s financial statements as of ~~Consolidation~~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.

~~The accompanying~~NOTE: ~~consolidated~~This ~~balance~~report ~~sheets~~is atas ~~March~~of March 31, ~~2016~~2017. ~~and~~Subsequent ~~2015~~to ~~and~~such ~~the~~date, ~~consolidated~~due ~~statement~~to ~~of operations and cash flows for~~ the ~~year~~depressed ~~ended~~oil ~~March 31~~prices, ~~2016 include~~ the ~~accounts~~business of ~~Terex~~the ~~Energy~~Company ~~Corporation,~~has ~~T-Rex~~been ~~Oil,~~determined ~~Inc.,~~to ~~Western~~be ~~Interior Oil and~~unsustainable ~~Gas~~due ~~Corporation~~to ~~and~~lack ~~T-Rex Oil LLC #3 and the consolidated statement~~ of ~~operations~~capital, and ~~cash flows for~~ the ~~year~~Company ~~ended~~is ~~March~~liquidating ~~31, 2015~~its ~~include~~assets ~~the accounts of Terex Energy Corporation~~ and ~~the~~seeking ~~accounts~~a ofnew ~~T-Rex Oil, Inc~~business. ~~for the period December 23, 2014 through March 31, 2015. All intercompany balances have been eliminated during consolidation.~~

~~Accounts~~PLAN ~~Receivable~~OF OPERATIONS

~~Accounts~~Due ~~receivable~~to ~~are stated at their cost less any allowance for doubtful accounts. The allowance for doubtful accounts is based on~~ the ~~management’s~~significant ~~assessment~~reduction ~~of the collectability of specific customer accounts and the aging of the accounts receivable. If there is deterioration~~ in ~~a major~~ ~~customer’s~~oil ~~creditworthiness~~prices orwe ifhave ~~actual~~suspended ~~defaults~~all ~~are higher than the historical experience~~production, ~~the~~rework ~~management’s~~and ~~estimates of~~exploration ~~the~~operations ~~recoverability~~as of ~~amounts~~October ~~due to the Company could be adversely affected~~2018. ~~Based~~We onare ~~the~~in ~~management’s~~a ~~assessment,~~liquidation ~~there~~made isfrom noour ~~reserve~~assets ~~recorded~~as atof ~~March 31, 2016 and 2015~~year-end.

~~Oil~~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 ~~Gas~~could ~~Producing~~fail ~~Activities~~in business as a result of these uncertainties.

~~The Company~~RESULTS ~~uses~~OF 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 $11,368,626 and $10,003,625 at March 31, 2016 and 2015, respectively.OPERATIONS

32For the Year Ended March 31, 2017 Compared to the Year Ended March 31, 2016

~~Unproved~~Overview: ~~oil~~During ~~and~~the ~~gas~~year ~~properties are assessed~~ended ~~annually~~March ~~to determine whether they have been impaired by the drilling of dry holes on or near the related acreage or other circumstances~~31, ~~which~~ ~~may indicate a decline in value. When impairment occurs~~2017, athe ~~loss~~Company is recognized. ~~When~~a ~~leases for unproved properties expire, the costs thereof,~~ net loss of ~~any related allowance for impairment~~($4, ~~is removed from the accounts and charged to expense. During the years ended March 31~~306,264) ~~2016~~compared ~~and 2015, there was impairment~~ to ~~unproved~~a ~~properties~~net inloss ~~the amount~~ of ($315,~~384~~767,~~758~~831) ~~and $6,661, respectively and~~ for the year ended March 31, 2016. ~~there~~The ~~was~~decrease ~~a write off~~ of ~~expired~~$11,461,567 ~~lease~~is ~~costs~~primarily in the ~~amount~~result of ~~$3,096,931. The sale of~~ a ~~partial~~ ~~interest~~decrease in anoperational ~~unproved~~activities, ~~property~~and isreduced ~~accounted~~impairment ~~for as a recovery~~ of ~~cost when substantial uncertainty exists as to the~~ ~~ultimate~~oil ~~recovery~~and ofgas ~~the~~properties ~~cost~~compared ~~applicable~~ to ~~the~~previous ~~interest retained~~year. ADiscussions ~~gain on the sale is recognized to the extent that the sales price exceeds the carrying amount~~ of ~~the~~individually ~~unproved~~significant ~~property.~~line Aitems ~~gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,745,917 and $8,087,991 at March 31, 2016 and 2015, respectively.~~follow:

~~Costs associated~~Revenues: ~~with~~During ~~development~~the ~~wells~~year ~~that are unevaluated or are waiting for access to transportation or processing facilities are~~ended ~~reclassified~~March ~~into~~31, ~~developmental~~2017, ~~wells-in-progress (“WIP”). These costs are not put into a depletable field basis until~~ the ~~wells~~Company ~~are~~recognized ~~fully~~revenues ~~evaluated~~of ~~or access is gained to transportation and processing facilities~~$1,182,683. ~~Costs~~During ~~associated with WIP are included in~~ the ~~cash~~year ~~flows~~ended ~~from investing as part of investment in oil and gas properties. At~~ March 31, 2016 ~~and 2015~~, nothe ~~capitalized~~Company ~~developmental~~recognize revenues ~~costs~~of ~~were included in WIP~~$547,000.

~~Depreciation, depletion~~Operating ~~and~~Expenses: ~~amortization~~During ~~of proved oil and gas properties is calculated using~~ the ~~units-of-production method based on proved~~ ~~reserves~~year ~~and estimated salvage values. For the years~~ ended March 31, ~~2016 and 2015~~2017, the Company ~~recorded~~had ~~depreciation,~~a ~~depletion and~~decrease ~~amortization~~of ~~expense~~$12,810,504 onin ~~oil~~total ~~and~~operating ~~gas~~expenses ~~properties~~as ina ~~the~~result ~~amount~~ of ~~$3,411,348~~the ~~and $0, respectively.~~following:

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. For the years ended March 31, 2016 and 2015, there was impairment to proved properties of $5,091,554 and $0, respectively.27

~~Asset Retirement~~Table ~~Obligations~~of Contents

~~The Company~~A ~~records~~decrease ~~estimated~~in ~~future~~impairment ~~asset~~by ~~retirement~~approximately $10,400,000. ~~obligations~~General ~~(“ARO”) related to its oil~~ and ~~gas~~administrative ~~properties.~~expenses ~~The~~decreased ~~Company records~~by ~~the~~approximately ~~estimated~~$500,000 ~~fair~~primarily ~~value~~as of a ~~liability~~result ~~for~~of ~~ARO~~decreases in ~~the period in which it is incurred with a corresponding increase in~~staffing. ~~the~~Depletion, ~~carrying~~depreciation, ~~amount~~amortization ofand ~~the~~accretion ~~related~~decreased ~~long-lived~~by ~~asset~~approximately $3,150,000. ~~The~~Exploration costs increased ~~carrying~~to ~~value is depleted using the units-of-production method~~$152,854 ~~and~~due ~~the~~to ~~discounted liability is increased through accretion over~~ the ~~remaining~~Company ~~life~~focusing ofits ~~the~~efforts ~~respective~~on ~~oil~~existing ~~and~~producing ~~gas properties~~wells.

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.LIQUIDITY

33We 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.

	For the Year Ended March 31,
	2016			2015
ARO - beginning of period	$	459,294		$	-
Additions		721,860			459,294
Deletions		(15,190	)		-
Accretion expense		31,179			-
		1,197,143			459,294
Less current portion		176,587			163,389
ARO - end of period	$	1,020,556		$	295,905

Capital Contributions and Debt Incurrence

~~Impairment of Long-Lived Assets~~Equity

InDuring the year ended March 31, ~~accordance~~2017, ~~with~~the ~~authoritative~~Company ~~guidance~~sold on652,888 ~~accounting~~shares of its restricted common stock for $669,278 in cash. In addition, the ~~impairment~~Company orissued ~~disposal~~50,000 shares of ~~long-lived~~its ~~assets,~~common asstock ~~set~~for ~~forth~~services invalued ~~Topic 360~~at $89,500, issued 50,000 shares of its common stock for the ~~ASC~~exercise of an option in cash at $0.10 per share, ~~the~~issued ~~Company~~450,000 ~~assesses~~shares of its common stock for the ~~recoverability~~exercise of options through the ~~carrying~~payment ~~value~~of debt at between $0.04 and $0.10 per share, and issued 75,000 shares of its ~~non-oil~~common ~~and~~stock ~~gas~~for ~~long-lived~~consideration ~~assets~~of ~~when~~a ~~events~~loan to the Company valued ~~occur~~at ~~that~~$49,752. ~~indicate~~Also, anthe ~~impairment~~Company inissued ~~value~~572,055 ~~may~~shares ~~exist.~~of Anits ~~impairment~~common ~~loss~~stock isin ~~indicated~~connection ifwith the ~~sum~~conversion of ~~the~~409,019 ~~expected~~shares ~~undiscounted~~of ~~future~~its ~~net~~Series ~~cash~~A ~~flows~~Preferred isShares ~~less~~at ~~than~~a ~~the~~price ~~carrying~~of ~~amount~~$1.43 per share. Further, and as part of the ~~assets.~~Company Ifentering ~~this~~into ~~occurs~~put agreements in December 2014 with the members of T-Rex Oil, anLLC#1 ~~impairment~~(“LLC ~~loss~~#1) iswhereby ~~recognized~~the ~~for~~Company granted a right to put the purchase of their ~~amount~~interest byof ~~which~~LLC ~~the~~#1 ~~carrying~~in the amount of $425,000 back to the ~~assets~~Company. ~~exceeds~~Thus, the ~~estimated~~Company ~~fair~~issued ~~value~~to the members of ~~the~~LLC ~~assets~~#1 a total of 425,000 shares of its restricted common stock at an exercise price of $1 per share valued at $425,000.

~~Revenue~~During ~~Recognition~~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 ~~recognizes~~will ~~revenue~~need ~~when~~substantial ~~it is~~additional ~~realized~~capital orto ~~realizable~~support ~~and~~any ~~earned~~future energy operations. ~~Revenue~~The isCompany ~~realized~~has orno ~~realizable~~committed ~~and~~source ~~earned~~for ~~when~~any ~~persuasive~~funds ~~evidence~~but as of anMarch ~~arrangement~~31, ~~exists~~2017, ~~delivery~~ ~~has occurred or services~~ we have ~~been rendered to the customer~~$53,210 ~~the~~in ~~price~~cash. toNo ~~the~~representation ~~buyer~~ is ~~fixed~~made orthat ~~determinable~~any ~~and~~funds ~~collectability is~~will ~~reasonably~~be ~~assured.~~available ~~For~~when ~~goods,~~needed. ~~this~~In is the ~~point~~event atfunds ~~which~~cannot ~~title~~be ~~and risk of loss is transferred and~~ raised when ~~payment~~needed, ~~has~~we ~~either been~~may ~~received~~not orbe ~~collection~~able isto ~~reasonably~~carry ~~assured.~~out ~~Revenues~~our ~~for~~business ~~services~~plan ~~are~~and ~~recorded~~we ~~when~~may ~~the~~never ~~services~~achieve ~~have~~sales ~~been~~sufficient ~~provided.~~to ~~Revenue that~~support ~~does~~our ~~not meet these criteria is deferred until the criteria are met~~operations.

~~Business~~The Company used cash flows in operations ~~Combination~~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 ~~accounts~~used ~~for~~cash ~~acquisitions~~flows in ~~accordance~~investing activities ~~with~~of ~~guidance found in ASC 805~~$274,685 ~~Business~~during ~~Combinations.~~the ~~The~~year ~~guidance~~ended ~~requires~~March ~~consideration given~~31, ~~including~~2017 ~~contingent~~that ~~consideration,~~was ~~assets~~primarily ~~acquired~~comprised ~~and~~of: ~~liabilities~~additions ~~assumed~~ to beoil ~~valued~~and atgas ~~their fair values at the date~~properties of ~~acquisition.~~$315,566, ~~The~~proceeds ~~guidance~~from ~~further~~the ~~provides~~sale ~~that~~of ~~acquisition~~mineral ~~costs~~interest ~~will~~of ~~generally~~$75,000 ~~be expensed as incurred~~ and ~~changes~~additions into ~~deferred tax~~other ~~asset~~assets ~~valuations~~of ~~and income tax uncertainties after the acquisition date generally will affect income tax expense~~$34,119.

ASC 805 requires that any excess of purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill and any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration, results in a gain from bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether acquired assets and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired and liabilities assumed have been properly valued.28

~~Goodwill~~Table of Contents

In accordance with generally accepted accounting principles, goodwill cannot be amortized; however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The ~~goodwill~~Company ~~impairment~~was ~~test~~provided ~~has~~cash ~~two steps. The first~~flows ~~identifies~~from ~~potential~~financing ~~impairments~~activities ~~by comparing the fair value~~ of ~~a reporting unit with its book value~~$1,217,280 ~~including~~during ~~goodwill. If~~ the ~~fair~~ ~~value~~year ofended ~~the~~March ~~reporting~~31, ~~unit~~2017 ~~exceeds~~through ~~the carrying amount~~$674,278 ~~goodwill~~from ~~is not impaired and~~ the ~~second~~sale ~~step~~of isrestricted ~~not necessary. If~~common ~~the~~stock ~~carrying~~and ~~value exceeds~~ the ~~fair~~cash ~~value,~~contribution ~~the~~of ~~second~~a ~~step~~director ~~calculates~~and ~~the~~shareholder ~~possible impairment loss by comparing the implied fair value~~ of ~~goodwill with the carrying amount. If the implied goodwill is less than the carrying amount~~$200,000, anet ~~write-down~~of ~~is recorded. Management tests goodwill each year for impairment~~$343,002 orin ~~when~~repayment ~~facts~~of ornotes ~~circumstances indicate impairment has occurred~~payable.

34Promissory Notes

~~Beneficial~~On February 28, 2017, the Company ~~Conversion~~borrowed ~~Feature~~$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 ~~Deemed~~unpaid ~~Dividend~~interest ~~Related~~due at August 31, 2017. The proceeds from the loan were used to ~~Series~~acquire a Abond ~~Shares~~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 the note holder $58,000 in complete satisfaction of the debt.

~~Pursuant to~~On ~~ASC~~November ~~470-20~~3, ~~when~~2016, the Company borrowed $~~558~~300,~~171~~000 in ofexchange ~~convertible~~for ~~Series~~a Aconvertible ~~Shares~~promissory ofnote ~~preferred stock were issued~~ at ~~a discount from~~ the ~~if-converted $682,989~~rate ~~fair~~of ~~value~~12% asper ofannum ~~the~~with ~~issuance~~accrued ~~date,~~and ~~the~~unpaid ~~Company~~interest ~~recognized~~and ~~this~~principal ~~difference~~due ~~between~~January 31, ~~the~~2017. ~~fair~~The ~~value~~due ~~per~~date ~~share~~ of ~~its common stock and~~ the ~~conversion~~promissory ~~price,~~note ~~multiplied~~was byextended ~~the~~to ~~number~~May of1, ~~shares~~2017. ~~issuable~~The ~~upon~~promissory ~~conversion.~~note ~~This~~is ~~total~~convertible ~~Beneficial~~into ~~Conversion Feature~~shares of ~~$124,818~~the Company’s ~~will~~common bestock ~~recorded~~at as$0.80 ~~additional~~per ~~paid-in-capital for common shares~~share. ~~The~~In ~~offsetting~~addition, ~~amount will be amortizable over~~ the ~~period~~Company ~~from~~issued the ~~issue~~holder ~~date~~of to the ~~first~~promissory ~~conversion~~note ~~date or 9 months. Therefore~~75,000 ~~since~~shares of the ~~409,019~~Company’s ~~Series~~common Astock ~~Shares~~valued ~~are convertible~~at ~~between~~$49,752 ~~July~~ and ~~December 2016,~~ a ~~deemed~~warrant ~~dividend~~to ofacquire ~~$67~~50,~~830~~000 toshares ~~the~~of ~~Series~~Nexfuels Ashares ~~Shares~~of ~~has~~common ~~been recorded during the year~~stock. ~~ended~~At March 31, ~~2016~~2017, ~~in our statement of operations and cash flows. As~~ the Company isowes in$300,000 anon ~~accumulated~~the ~~deficit~~promissory ~~position,~~note ~~the deemed~~plus ~~dividend~~accrued interest of $6714,~~830~~597. ~~has~~On ~~been~~November ~~charged~~1, ~~against~~2018, ~~additional~~the Company paid~~-in-capital~~ ~~for~~the ~~common~~note ~~shares~~holder as$275,000 ~~there~~in ~~are~~complete nosatisfaction ~~retained~~of ~~earnings from~~the ~~which to declare a dividend~~debt.

~~ITEM~~On August 11, 2016, the Company 7Aborrowed $100,000 from a former director of the Company, who owns a 85.71% ~~QUANTITATIVE~~interest ~~AND~~in ~~QUALITATIVE~~LLC#3 ~~DISCLOSURES~~in ~~ABOUT~~exchange ~~MARKET~~for ~~RISK~~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.

~~Our operations~~On doApril ~~not~~25, ~~employ~~2016, ~~financial~~the ~~instruments~~Company orborrowed $50,000 ~~derivatives~~from ~~which~~a ~~are~~director ~~market~~of ~~sensitive.~~the ~~Short~~Company ~~term~~in ~~funds~~exchange ~~are~~for ~~held~~an inunsecured ~~non-~~promissory note including interest ~~bearing~~ ~~accounts~~at ~~and~~the ~~funds~~rate ~~held~~of ~~for~~5% ~~longer~~per ~~periods~~annum with ~~are~~accrued ~~placed~~and inunpaid interest ~~bearing~~and ~~accounts~~principal due at December 31, 2016. ~~Large~~On ~~amounts~~September 15, 2016, the holder of ~~funds~~the note agreed to extend the due date of the promissory note to March 31, if2017, ~~available~~with all other terms remaining in effect. At March 31, 2017, the ~~will~~Company beowes ~~distributed~~$50,000 ~~among~~on ~~multiple~~the ~~financial~~promissory ~~institutions~~note toplus ~~reduce~~accrued ~~risk~~interest of ~~loss~~$5,573. ~~The~~On ~~Company’s~~November ~~cash~~5, ~~holdings~~2018, dothe ~~not~~Company ~~generate~~paid the note holder ~~interest~~$68,000 ~~income~~in complete satisfaction of the debt.

~~ITEM~~During the year ended March 31, 2016, 8the 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. ~~FINANCIAL~~At ~~STATEMENTS~~March ~~AND~~31, ~~SUPPLEMENTARY~~2017, ~~DATA~~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.

~~The~~On January 14, 2016, the Company borrowed ~~audited~~$50,000 ~~financial~~from ~~statements~~a director and officer of ~~T-Rex~~the ~~Energy~~Company who resigned from the Company on September 14, ~~Inc.~~2016 in exchange for a secured promissory note including interest at the ~~years~~rate ~~ended~~of ~~March~~5% 31per 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 ~~2015~~gas ~~appear~~properties aslocated ~~pages~~in 59the ~~through~~State 79of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the ~~end~~promissory note, including accrued interest, into common shares of ~~this~~the ~~annual~~Company ~~report~~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.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~29

~~None.~~Table of Contents

~~ITEM~~On January 14, 2016, the Company borrowed $50,000 9Afrom 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. ~~CONTROLS~~On ~~AND~~September ~~PROCEDURES~~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.

~~The~~On August 1, 2015, the Company, relative to the repurchase by the Company ~~maintains~~on aMarch ~~system~~31, 2015 of ~~disclosure~~the ~~controls~~remaining ~~and~~14,368 ~~procedures~~shares ~~that~~of ~~are~~Western ~~designed~~Interior ~~for~~common stock entered into an agreement with the ~~purposes~~note ofholder ~~ensuring~~to ~~that~~settle ~~information~~the amount owed under the promissory note. As such, the parties agreed the amount owed ~~required~~on tosuch bepromissory ~~disclosed~~note inby the Company’s ~~SEC~~would ~~reports~~be isreduced ~~recorded,~~from ~~processed~~$768,715 ~~summarized~~to $393,795 and ~~reported~~the ~~within~~difference ~~the~~of ~~time~~$374,920 ~~periods~~be considered ~~specified~~a reduction in the ~~SEC~~purchase ~~rules~~price ~~and~~by ~~forms~~the Company of the 14,368 ~~and~~shares ~~that~~of ~~such~~Western ~~information~~Interior iscommon ~~accumulated~~stock. ~~and~~In ~~communicated~~addition, the $393,795 was paid in full effective August 1, 2015 by the transfer to the ~~Company’s~~note ~~management~~holder of certain oil and gas properties owned by Western asInterior ~~appropriate~~which toresulted ~~allow~~in ~~timely~~the ~~decisions~~Company ~~regarding~~reporting ~~required~~a ~~disclosure~~gain on disposal of assets in the amount of $44,100.

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 13aLine-~~14(c) as~~ of March 31, 2016 (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.-Credit

35The 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.

~~T-Rex’s management~~Short 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:Term

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of T-Rex’s management and directors; and
	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on T-Rex’s financial statements.

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.

~~We have~~Capital 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:Resources

	(1)	The Company currently does not have, but is in the process of developing formally documented accounting policies and procedures, which includes establishing a well-defined process for financial reporting.
	(2)	Due to the limited size of our accounting department, we currently lack the resources to handle complex accounting transactions. We believe this deficiency could lead to errors in the presentation and disclosure of financial information in our annual, quarterly and other filings.
	(3)	As is the case with many companies of similar size, we currently lack a segregation of duties in the accounting department. Until our operations expand and additional cash flow is generated from operations, a complete segregation of duties within our accounting function will not be possible.

The Company has only equity as its capital resource.

~~Considering the~~We ~~nature~~have ~~and~~no ~~extent~~material ofcommitments ~~our~~for capital ~~current~~expenditures ~~operations~~within ~~and~~the ~~any~~next ~~risks~~year; orhowever, ~~errors~~our inplans ~~financial~~to ~~reporting~~develop ~~under~~our ~~current~~existing ~~operations~~oil ~~and~~properties ~~the fact~~are ~~that~~capital weintensive ~~have~~and capital ~~been~~will abe ~~small~~needed ~~business~~to ~~with~~pay ~~limited~~for ~~employees~~participation, ~~such~~investigation, ~~items~~exploration, ~~caused~~acquisition aand ~~weakness~~working ~~in internal controls involving the areas disclosed above~~capital.

~~We have~~Need ~~concluded~~for ~~that~~Additional ~~our~~Financing ~~internal controls over financial reporting were ineffective as of March 31, 2016, due to the existence of the material weaknesses noted above that we have yet to fully remediate.~~

~~This annual~~We ~~report~~do ~~does~~ not ~~include~~have ancapital ~~attestation~~sufficient ~~report of the Company’s registered public accounting firm regarding internal~~to ~~control~~meet ~~over~~our ~~financial~~cash ~~reporting~~needs. ~~Management’s~~The ~~report~~Company ~~was~~will ~~not~~have ~~subject~~ to ~~attestation~~seek byloans ~~the~~or ~~Company’s~~equity ~~registered~~placements ~~public accounting firm pursuant~~ to ~~permanent~~cover ~~rules~~such ofcash ~~the~~needs. ~~Securities~~Recompletions and ~~Exchange Commission that permit the Company to provide only~~re-works ~~management’s~~on ~~report~~existing inwells, ~~this~~along ~~annual~~with ~~report.~~exploration ~~There~~activities ~~was~~will nospur ~~change in our internal control over financial reporting that occurred during~~ the ~~fiscal~~need ~~year~~for ~~ended~~additional ~~March~~financing ~~31, 2016, that has materially affected, or~~ is ~~reasonably~~ likely to ~~materially~~increase ~~affect, our internal control over financial reporting~~substantially.

~~ITEM~~No commitments to provide additional 9Bfunds have been made by the Company’s management or other shareholders. ~~OTHER~~Accordingly, ~~INFORMATION~~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.

~~Not~~The Company will need substantial additional ~~applicable~~capital to support its proposed future energy operations. We have insufficient revenues to cover our corporate costs. The Company has no 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.

3630

~~PART III~~Table of Contents

~~ITEM~~Decisions regarding future participation 10in exploration wells or geophysical studies or other activities will be made on a case-by-case basis. ~~DIRECTORS~~The Company may, ~~EXECUTIVE~~in ~~OFFICERS~~any ~~AND~~particular case, ~~CORPORATE~~decide ~~GOVERNANCE~~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.

~~The following~~Critical ~~table~~Accounting ~~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, 2016.~~Policies

Name	Age	Position	Term
Donald Walford	70	Chairman, Chief Executive Officer & Acting CFO	Annual
Martin Gottlob	65	Vice President of Geology and Director	Annual
Allen Heim	58	Vice President of Operations	Annual
Jon Nicolaysen	69	Executive Vice President and Director	Annual
Kristi J Kampmann	43	Chief Accounting Officer	Annual
Andrew VanderPloeg	74	Director	Annual
Herbert T Sears	68	Director	Annual

Principles of Consolidation

The ~~officers~~ ~~are~~accompanying ~~elected~~consolidated byfinancial statements ~~the~~include ~~board of directors at~~ the ~~first~~accounts ~~meeting after each annual meeting~~ of ~~the~~T-Rex ~~Company’s~~Oil, ~~shareholders~~ Inc. and ~~hold~~its ~~office~~wholly ~~until~~owned ~~their~~subsidiaries. ~~successors~~All ~~are~~intercompany ~~duly~~balances ~~elected~~have ~~and~~been ~~qualified~~eliminated during ~~under T-Rex’s bylaws~~consolidation.

The Company owns a 14.29% interest in T-Rex ~~directors~~Oil, ~~named~~LLC ~~above~~#3, ~~will~~a ~~serve~~Colorado ~~until~~limited ~~the~~liability ~~next~~company ~~annual~~(LLC ~~meeting~~#3”) ofand ~~T-Rex’s~~the ~~shareholders~~remaining 85.71% ~~Thereafter,~~economic ~~directors~~interest ~~will~~is beheld ~~elected~~by a former ~~for~~director ~~one-year~~and ~~terms~~shareholder atof the ~~annual~~Company. ~~shareholders’~~The ~~meeting~~Company has identified LLC #3 as a variable interest entity (VIE). ~~Officers~~The ~~will~~Company ~~hold~~holds current ~~their~~rights ~~positions~~that atgives it the ~~pleasure~~power ofto direct the ~~board~~ activities of ~~directors~~the ~~absent~~VIE ~~any~~which ~~employment~~most ~~agreement.~~significantly ~~There~~impact isthe noVIE’s ~~arrangement~~economic performance orincluding ~~understanding~~provisions ~~between~~that give the ~~directors~~Company ~~and~~the ~~officers~~right ~~and~~to receive potentially significant benefits. As member manager ~~any~~of ~~other~~LLC ~~person~~#3, ~~pursuant~~the toCompany ~~which~~continuously ~~any~~evaluates ~~director~~whether orit ~~officer~~has ~~was~~a orcontrolling isinterest toin beLLC#3. ~~selected~~Therefore, the Company has included LLC #3 as a ~~director~~wholly orowned ~~officer~~subsidiary eliminating all intercompany balances during consolidation.

~~Biographical Information~~Accounts Receivable

~~DONALD~~Accounts receivable are stated at their ~~WALFORD,~~cost ~~Age~~less 70any 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, ~~Chairman~~the management’s estimates of the recoverability of amounts due to the Company could be adversely affected. Based on the management’s assessment, ~~CEO~~there is &no ~~Acting~~reserve ~~CFO~~recorded at March 31, 2017 and 2016.

~~Mr. Walford~~Oil ~~has served as a director~~ and anGas ~~officer~~Producing 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.Activities

~~He is~~The aCompany ~~founder~~uses ~~and~~the ~~has~~successful ~~served~~efforts method asof ~~Chief~~accounting ~~Executive~~for ~~Officer~~oil and ~~director~~gas ofactivities. ~~Terex~~Under ~~Energy~~this ~~Corporation~~method, ~~prior~~the tocosts ~~its~~of ~~merger~~productive ~~with~~exploratory ~~T-Rex Oil~~wells, ~~Inc.~~all development wells, ~~starting~~related inasset ~~February~~retirement ~~2014.~~obligation Inassets ~~December~~and ~~2014~~productive leases are capitalized and amortized, heprincipally ~~became~~by ~~the~~field, ~~Chief~~on a ~~Executive~~units-of-production ~~Officer~~basis ~~and~~over ~~Chairman~~the life of ~~T-Rex~~the ~~Oil,~~remaining ~~Inc~~proved reserves. ~~From~~ ~~October~~Exploration 22costs, ~~2013~~including topersonnel ~~January 28~~costs, ~~2014,~~geological and hegeophysical ~~served~~expenses asand ~~the~~delay ~~Chairman~~rentals for oil and ~~Chief~~gas ~~Executive~~leases ~~Officer~~are ofcharged ~~Three~~to ~~Forks,~~expense ~~Inc~~as incurred. ~~From~~Exploratory ~~2011~~drilling costs toare ~~March~~initially ~~2012~~capitalized, hebut ~~served~~charged asto aexpense ~~Vice~~if ~~President~~ and ~~Chief~~when ~~Executive~~the ~~Officer~~well ofis ~~Gulfstar~~determined ~~Energy~~not ~~Corp.~~to ~~and~~have ~~from~~found ~~February~~reserves ~~2012~~in ~~through~~commercial quantities. ~~March~~The ~~2012,~~sale of a ~~director~~partial ofinterest ~~Gulfstar~~in ~~Energy~~a ~~Corp.~~proved Inproperty ~~recent~~is ~~years,~~accounted hefor ~~served~~ as ~~Founder,~~a ~~Chairman,~~cost ~~CEO~~recovery, and inno ~~various~~gain ~~other~~or ~~capacities~~loss is recognized as long as this treatment does not significantly affect the units-of-production ~~Eveia~~amortization ~~Medical~~rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $11,679,817 ~~Boulder~~and ~~County~~$11,368,626 ~~Paramedics~~at March 31, 2017 and 2016, respectively.

~~He has~~Unproved ~~been~~oil ~~licensed~~and asgas aproperties ~~broker-dealer~~are assessed inannually ~~every~~to ~~state,~~determine aswhether athey ~~principal~~have inbeen impaired by the ~~NYSE~~drilling ~~and~~of ~~FINRA.~~dry Heholes ~~has~~on ~~been~~or anear ~~principal~~the ~~licensed~~related inacreage or other ~~commodities~~circumstances, ~~and~~which may indicate a decline in ~~municipal~~value. ~~bonds~~When impairment occurs, ~~and~~a ~~was~~loss anis ~~Allied~~recognized. ~~Member~~When ofleases for unproved properties expire, the ~~NYSE.~~costs ~~Mr.~~thereof, ~~Walford~~net ~~has~~of ~~been~~any arelated ~~consultant~~allowance tofor impairment, is removed from the USaccounts ~~Department~~and charged to expense. The sale of ~~Justice~~a aspartial ~~well~~interest asin an ~~expert~~unproved inproperty ~~three~~is ~~Federal~~accounted ~~Court~~for ~~Jurisdictions~~as ~~and~~a inrecovery ~~numerous~~of ~~arbitration~~cost ~~matters.~~when Hesubstantial ~~has~~uncertainty ~~been~~exists ~~a principal~~as ~~and~~to orthe ~~underwriter~~ultimate recovery of ~~securities~~the incost ~~industries~~applicable ~~such~~to asthe ~~agri-business,~~interest ~~electronics,~~retained. ~~engineering,~~A ~~consumer~~gain ~~manufacturing,~~on ~~construction/home~~the sale is recognized to the extent that the ~~building~~sales ~~and~~price ~~oil~~exceeds ~~and~~the ~~gas.~~carrying ~~Mr.~~amount ~~Walford~~of ~~has~~the ~~been~~unproved ~~principal~~property. A gain or anloss ~~underwriter~~is ofrecognized ~~twelve~~for ~~oil~~all ~~and~~other ~~gas~~sales ~~public~~of ~~companies~~unproved properties.

~~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.~~31

37Table of Contents

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.

	March 31,
	2017		2016
Proved	$	11,679,817	$	11,368,626
Unproved		4,758,798		4,745,917

Total capitalized costs		16,438,615		16,114,543

Accumulated depreciation, depletion,
and valuation allowance		14,945,058		14,495,132

Net capitalized costs	$	1,493,557	$	1,619,411

MARTIN R. GOTTLOB, Age 65, Director and Vice President of Geology of T-Rex

	Year Ended March 31,
	2017		2016
Property acquisition:
Proved	$	386,191	$	1,285,313
Unproved		15,619		154,214
Exploration		4,705		4,705
Development		—		—

Total costs incurred	$	406,515	$	1,444,232

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.

	Year Ended March 31,
	2107			2016
Revenue	$	1,182,683		$	547,000
Expenses:
Production costs		1,036,389			539,673
Depreciation, depletion, amortization and valuation
Allowance		538,627			14,942,000
Exploration		152,854			4,705

Results of operations of oil and gas producing activities	$	(545,187	)	$	(14,939,378	)

HeCosts 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 ~~owner~~cash flows from investing as part of investment ~~Independence~~in ~~Oil~~oil ~~II,~~and ~~LLC,~~gas ~~where~~properties. heAt ~~has~~March ~~developed~~31, ~~drilled~~2017 and 2016, ~~completed~~no ~~and~~capitalized ~~operated~~developmental ~~wells~~costs onwere ~~behalf~~included ofin ~~clients~~WIP.

~~From 2003 until he commenced working with Terex~~Depreciation, hedepletion ~~was~~and ~~responsible~~amortization of ~~for~~proved ~~exploration~~oil and ~~operations~~gas ~~for Davis Oil Co. oil~~ properties~~, where~~ heis ~~was~~calculated ~~responsible~~using ~~for most phases of multiple field discoveries in~~ the Dunits-Jof-production ~~Basin,~~method inbased ~~Colorado,~~on ~~Wyoming~~proved reserves and ~~Nebraska~~estimated salvage values.

~~Between~~The Company reviews its proved oil and ~~1979~~natural gas properties for impairment whenever events and ~~2003,~~circumstances heindicate ~~worked~~that a decline in ~~similar~~the ~~capacities~~recoverability ~~for~~of ~~Petrogulf,~~its ~~Minnoco,~~carrying value ~~Decalta,~~may ~~Resource~~have ~~Technology~~occurred. It estimates the undiscounted future net cash flows of its oil and ~~Mountain~~natural ~~Minerals~~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, ~~all~~the Company will adjust the carrying inamount ~~Colorado~~of the oil and natural gas properties to fair value.

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.32

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

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

~~ALLEN~~The Company records estimated future ~~HEIM,~~asset ~~Age~~retirement ~~58,~~obligations ~~Director~~(“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, ~~Vice~~and ~~President~~the discounted liability is increased through accretion over the remaining life of ~~Operations~~the respective oil and gas properties.

~~Mr.~~The estimated liability is based on ~~Heim~~historical ~~has~~industry ~~served~~experience in abandoning wells, including estimated economic lives, external estimates as to the ~~Vice~~cost ~~President~~to ofabandon the ~~Operations~~wells ~~and~~in athe ~~director~~future ofand ~~Terex~~federal ~~since~~and ~~February~~state ~~2014~~regulatory requirements. HeThe ~~has~~Company’s ~~served~~liability asis adiscounted ~~director~~using ofmanagement’s Tbest estimate of its credit-~~Rex~~adjusted, ~~since~~risk-free ~~August~~rate. 1Revisions to the liability could occur due to changes in estimated abandonment costs, ~~2015~~changes in well economic lives or if federal or state regulators enact new requirements regarding the abandonment of wells.

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.

	Year Ended March 31,
	2017		2016
ARO - beginning of period	$	1,197,143	$	459,294
Additions		133,311		721,860
Deletions		—		(15,190	)
Accretion expense		89,793		31,179
		1,420,247		1,197,143

Less current portion		183,731		176,587

ARO - end of period	$	1,236,516	$	1,020,556

~~He is~~Impairment ~~experienced in location construction~~ of ~~oil~~Long-Lived ~~well properties, pumping and long term well operations, as well as directional drilling and fracking operations planning and execution.~~Assets

~~Prior to~~In ~~working~~accordance with ~~T-Rex,~~authoritative heguidance on ~~was~~accounting ~~retained~~for bythe ~~Davis~~impairment ~~Oil~~or ~~Co.~~disposal ~~Prior~~of tolong-lived ~~that~~assets, heas ~~has~~set ~~worked~~forth ~~with~~in ~~Bic~~Topic ~~Petroleum,~~360 ~~Smith~~of ~~Oil~~the ASC, ~~Petro~~the ~~West,~~Company assesses the ~~Bolling~~recoverability ~~Oil,~~of ~~Pease~~the ~~Oil~~carrying value of its non-oil and ~~Gas,~~gas ~~Pan~~long-lived ~~Western~~assets ~~Energy,~~when ~~Paladin~~events ~~Energy,~~occur ~~Charterhall,~~that ~~Haines~~indicate ~~Oil~~an ~~Field~~impairment ~~Services,~~in value ~~New~~may ~~Tech~~exist. ~~Energy,~~An ~~O’Brien~~impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the ~~Energy,~~carrying ~~Peterson~~amount ~~Energy,~~of ~~Sunburst~~the ~~Inc~~assets., ~~Markus~~If ~~Production~~this occurs, ~~Lyco~~an ~~Energy~~impairment ~~and~~loss ~~Wanda~~is ~~Madden~~recognized ~~Oil~~for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

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

MrThe Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement ~~Heim~~exists, ~~provides~~delivery has occurred or services have been rendered to the ~~board~~customer, ofthe ~~directors~~price ~~with~~to ~~both~~the inbuyer is fixed or determinable and collectability is reasonably assured. For goods, this is the ~~field~~point ~~oil~~at ~~operations~~which ~~expertise~~title and ~~guidance~~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.

38Beneficial Conversion Feature and Deemed Dividend Related to Series A Shares

~~JON~~Pursuant to ASC 470-20, when the $558,171 ~~NICOLAYSEN~~of convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 ~~Age~~fair 69value as of the issuance date, ~~Director~~the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied ~~Executive~~by ~~Vice~~the ~~President~~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 ~~Director~~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

~~Mr. Nicolaysen was appointed an Executive Vice President in December, 2014. Prior to that, he served as the CEO and a director of Rancher Energy Corporation (kna T-Rex Oil, Inc.) since September 2009.~~33

~~Mr. Nicolaysen,~~Table ~~through~~of his company, JK Minerals Inc., was a non-operating working interest owner, but by 1997 he had bought out the other working interest owners and as operator, began a successful 2nd Frontier development program at Cole Creek in Wyoming.Contents

~~In 2005, Slawson Exploration Inc. took over as operator and continued to develop the Frontier and Dakota formations. Eventually, Blue Tip Inc. purchased all~~ of ~~Slawson’s and JK’s interests in the Frontier and Dakota. In 2006~~$67,830 ~~Mr.~~has ~~Nicolaysen~~been ~~purchased~~charged against ~~the~~additional ~~majority working interest~~ paid-in-capital ~~the~~for ~~Shannon~~common ~~formation~~shares atas ~~Cole~~there ~~Creek~~are ~~through~~no JKretained ~~Minerals~~earnings ~~Inc.~~from Inwhich ~~2004,~~to hedeclare ~~was part of~~ a ~~group that redeveloped the Big Muddy Field in Converse County, Wyoming~~dividend. ~~In 2007, these fields were sold to Rancher Energy (kna T-Rex Oil, Inc.) for $25 million.~~

~~In 2009,~~ITEM ~~as a dissatisfied shareholder, he led a successful proxy fight for control of Rancher Energy (kna T-Rex Oil, Inc~~7A.) HeQUANTITATIVE ~~led the~~AND ~~company~~QUALITATIVE ~~successfully~~DISCLOSURES ~~through~~ABOUT aMARKET ~~long Chapter 11 bankruptcy process paying off all creditors in full.~~RISK

MrOur 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 ~~Nicolaysen~~for ~~provides~~longer ~~the~~periods ~~board~~are ofplaced ~~directors~~in ~~with~~interest ~~not~~bearing ~~only~~accounts. ~~his~~Large ~~experience~~amounts ~~with~~of afunds, ~~public~~if ~~reporting~~available, ~~company~~will ~~but~~be ~~also~~distributed ~~his~~among ~~experience~~multiple infinancial ~~the~~institutions ~~oil~~to ~~and~~reduce ~~gas~~risk ~~industry~~of loss. The Company’s cash holdings do not generate interest income.

~~KRISTI J~~ITEM 8. ~~KAMPMANN,~~FINANCIAL ~~Age~~STATEMENTS ~~43,~~AND ~~Chief~~SUPPLEMENTARY ~~Accounting Officer~~DATA

~~Ms. Kampmann~~The ~~has~~audited ~~approximately~~financial 20statements ~~years~~ of T-Rex ~~experience~~Energy, ~~in accounting and specifically in SEC reporting~~Inc. ~~She~~for ~~has served as~~ the ~~Chief Accounting~~years ~~Officer,~~ended ~~since~~ March 131, ~~2016~~2017 and ~~has~~2016 ~~worked~~appear ~~with the Company~~ as ~~the~~pages ~~comptroller~~50 ~~from~~through ~~May~~76 ~~2015.~~at ~~Prior to that Ms. Kampmann worked as~~ the ~~Controller~~end of ~~Hinto~~this ~~Energy,~~annual ~~Inc~~report. ~~from April 2014 through May 2015. Ms. Kampmann worked as a Financial Reporting Consultant – Paralegal with Michael A. Littman, Attorney at Law from March 2007 through April 2014.~~

MsITEM 9. ~~Kampmann~~ ~~has~~CHANGES ~~worked~~IN ~~with~~AND ~~small~~DISAGREEMENTS ~~reporting~~WITH ~~companies~~ACCOUNTANTS inON aACCOUNTING ~~range~~AND ofFINANCIAL ~~industries, including the oil and gas industry, not only in the development, drafting and filing of SEC filings, but also in the development of accounting and auditing procedures.~~DISCLOSURE

MsNone. Kampmann received an MBA from the University of Colorado, Denver in December 2001. She graduated from the Denver Paralegal Institute in 1996 and received a B.A. from the University of Minnesota in Morris in 1995, majoring in Political Science with a minor in Business Management.

~~ANDREW P~~ITEM 9A. ~~VANDERPLOEG,~~CONTROLS ~~Age~~AND ~~74, Director~~PROCEDURES

~~Mr. VanderPloeg,~~The ~~has~~Company ~~over~~maintains 45a ~~years~~system of ~~experience~~disclosure controls inand ~~the~~procedures ~~securities~~that ~~industry~~are ~~where~~designed hefor ~~has~~the ~~worked~~purposes asof aensuring ~~broker,~~that ainformation ~~regulator~~required ~~and~~to abe ~~securities trader.~~disclosed Hein ~~was~~the ~~licensed~~Company’s SEC asreports ais ~~securities~~recorded, ~~broker~~processed, insummarized ~~1967.~~and ~~From~~reported ~~1992~~within ~~through~~the ~~his~~time ~~retirement~~periods specified in ~~2012,~~the heSEC ~~worked~~rules asand aforms, ~~securities~~and ~~broker-dealer~~that ~~with~~such ~~Wilson~~information ~~Davis~~is &accumulated ~~Co.,~~and ~~where~~communicated heto ~~was~~ the ~~Denver~~Company’s ~~branch~~management ~~manager~~as ~~and~~appropriate anto ~~over-the-counter~~allow ~~securities~~timely ~~trader.~~decisions ~~Since then he has~~regarding ~~managed~~required ~~his personal investments~~disclosure.

~~Mr.~~Management, consisting of the Company’s ~~VanderPloeg~~Chief ~~received~~Executive ~~his~~Officer ~~Masters~~and Chief Financial Officer (the same individual) after evaluating the effectiveness of ~~Business~~the ~~Administration~~Company’s disclosure ~~from~~controls ~~DePaul~~and ~~University~~procedures as defined in ~~1971~~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 ~~his~~procedures ~~BSBA~~were ~~from~~not ~~Marquette~~effective ~~University~~to ensure that inmaterial ~~1963.~~information ~~Mr.~~relating ~~VanderPloeg~~to ~~also~~the ~~has~~Company ~~been~~would abe ~~licensed~~made ~~CPA~~known to them by individuals within those entities, ~~although~~particularly heduring the period in which this annual report was being prepared and that information required to be disclosed in the Company’s SEC reports is ~~not~~recorded, ~~currently~~processed, ~~practicing~~summarized and reported within the time periods specified in the SEC’s rules and forms, as discussed further below.

~~Mr.~~T-Rex’s management is responsible ~~VanderPloeg~~for ~~brings~~establishing toand maintaining adequate internal control over financial reporting for the ~~board~~Company ofin ~~directors~~accordance ~~not~~with ~~only~~and ~~his~~as ~~accounting~~defined in Rules 13a-15(f) and ~~finance~~15d-15(f) ~~experience,~~under ~~but~~the ~~his~~Exchange ~~experience~~Act. inThe Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the ~~securities~~reliability of financial reporting and the preparation of financial statements for ~~industry~~external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

	(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of T-Rex’s management and directors; and

	(3)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on T-Rex’s financial statements.

~~HERBERT~~We have identified certain material T.weaknesses ~~SEARS,~~in ~~age~~internal 68control over financial reporting relating to a shortage of accounting and reporting personnel due to limited financial resources and the size of our Company, ~~Director~~as detailed below:

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.34

~~In 2000,~~Table ~~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.Contents

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

	(1)	The Company currently does not have, but is in the process of developing formally documented accounting policies and procedures, which includes establishing a well-defined process for financial reporting.

	(2)	Due to the limited size of our accounting department, we currently lack the resources to handle complex accounting transactions. We believe this deficiency could lead to errors in the presentation and disclosure of financial information in our annual, quarterly and other filings.

	(3)	As is the case with many companies of similar size, we currently lack a segregation of duties in the accounting department. Until our operations expand and additional cash flow is generated from operations, a complete segregation of duties within our accounting function will not be possible.

~~Mr. Sears~~Considering isthe anature ~~member~~and extent of our ~~the~~current ~~state~~operations ~~bar~~and inany ~~Massachusetts~~risks ~~and~~or ~~the~~errors ~~International~~in ~~Bar~~financial ~~Association.~~reporting Heunder ~~graduated~~current ~~from~~operations ~~Boston~~and ~~University School~~the offact ~~Management~~that ~~with~~we have been a small ~~B.S/B.A~~business inwith ~~International~~limited ~~Business~~employees, ~~and~~such ~~earned~~items ~~his~~caused ~~law~~a ~~degree~~weakness ~~from~~in ~~Washington~~internal ~~University~~controls ~~School~~involving ofthe ~~Law~~areas disclosed above.

~~Mr.~~We have concluded that our internal ~~Sears~~controls ~~not~~over ~~only~~financial ~~brings~~reporting ~~management~~were ~~experience~~ineffective as of March 31, 2017, due to the ~~board~~existence of ~~directors,~~the hematerial ~~also~~weaknesses ~~provides~~noted above ~~oil~~that ~~and~~we ~~gas~~have ~~operational~~yet ~~management~~to ~~experience~~fully remediate.

~~Committees~~This annual report does not include an attestation report of the ~~Board~~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 ~~Directors~~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.

~~The Company~~ITEM is9B. ~~managed~~OTHER ~~under the direction of its board of directors.~~INFORMATION

~~Executive Committee~~Not applicable.

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

~~Audit Committee~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information ~~Company~~as ~~does~~to ~~not~~persons ~~have~~who ancurrently ~~audit~~serve ~~committee~~as atT-Rex ~~this~~Energy, ~~time~~Inc. directors or executive officers, including their ages as of March 31, 2017.

Conflicts of Interest – General.

Name	Age	Position	Term

Donald Walford	71	Chairman, Chief Executive Officer & Acting CFO	Annual
Martin Gottlob	66	Vice President of Geology and Director	Annual
Allen Heim	59	Vice President of Operations	Annual
Herbert T Sears	69	Director	Annual

The ~~Company’s~~ ~~directors and~~ officers are, orelected ~~may~~by ~~become,~~the ~~in their individual capacities, officers, directors, controlling shareholders~~board ~~and/or partners~~ of ~~other~~directors ~~entities~~at ~~engaged~~the infirst ameeting ~~variety~~after 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~~annual ~~and~~meeting ~~director~~ of the Company’s ~~business~~shareholders isand ~~engaged~~hold inoffice ~~business~~until ~~activities~~their ~~outside of the Company’s business,~~successors ~~the~~are ~~amount~~duly ofelected ~~time~~and ~~each~~qualified ofunder ~~them~~T-Rex’s ~~devotes to our business will be up to approximately 40 hours per week~~bylaws.

~~Conflicts~~The directors named above will serve until the next annual meeting of ~~Interest~~T-Rex’s –shareholders. ~~Corporate~~Thereafter, ~~Opportunities~~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.

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.35

40Table of Contents

~~ITEM 11.~~Biographical ~~EXECUTIVE COMPENSATION~~Information

~~The following~~DONALD ~~table sets forth the compensation paid to officers and directors during the fiscal years ended March 31~~WALFORD, ~~2016,~~Age ~~2015 and 2014. The table sets forth this information for T-Rex Energy~~71, ~~Inc. including salary~~Chairman, ~~bonus and certain other compensation~~ toCEO ~~the~~& ~~directors~~Acting ~~and named executive officers for the past three fiscal years.~~CFO

~~SUMMARY~~Mr. Walford has served as a director ~~EXECUTIVES~~and ~~COMPENSATION~~an ~~TABLE~~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.

Name & Position	Year		Salary($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($) (1)		Total ($)
Donald Walford, CEO & CFO (2)		2016		192,795		-		-		-		-		-		7,200		199,995
		2015		186,000		26,000		-		-		-		-		10,594		222,594
		2014		-		-		1,100		-		-		-		-		1,100
Martin Gottlob, VP of Geology (3)		2016		161,496		-		-		-		-		-		7,200		168,696
		2015		108,562		-		-		115		-		-		1,350		110,027
		2014		-		-		750		-		-		-		-		750
Allen Heim, VP of Operations		2016		194,436		-		-		-		-		-		-		194,436
		2015		173,865		-		-		-		-		-		3,629		177,494
		2014		-		-		750		-		-		-		-		750
Jon Nicolaysen, Executive Vice President (4)		2016		151,800		-		-		-		-		-		7,200		159,000
		2015		127,500		-		750,000		-		-		-		106		877,606
		2014		120,000		-		-		-		-		-		6,000		126,000

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.

	(1)	All other compensation for the officers listed above consists of an auto allowance plus medical reimbursement.
	(2)	In February 2014, Mr. Walford was issued 1,100,000 shares of Terex valued at $0.001 per share for services. As part of the T-Rex/Terex Acquisition these shares were exchanged for T-Rex shares and options in December 2014.
	(3)	In February 2014, Mr. Gottlob was issued 750,000 shares of Terex which was valued at $0.001 for services. In April 2014, Mr. Gottlob was issued an option exercisable for shares of Terex with an exercise price of $0.10 per share, which was expensed at $115. As part of the T-Rex/Terex Acquisition these shares and option were exchanged for T-Rex shares and options in December 2014.
	(4)	Mr. Nicolaysen served as the CEO of T-Rex until December 2014, at which time he was appointed Executive Vice President. In December 2013, he was granted fully-vested options to purchase 7,412 shares of the Company’s common stock with an exercise price of $3.50 per share. In August 2014 such option was canceled. In August 2014, he was issued 750,000 shares of restricted common stock for his services. These shares were valued at $1.00 per share.

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.

41He 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.

~~OUTSTANDING~~Mr. Walford brings to the board of directors both his experience ~~EQUITY~~in ~~AWARDS~~the AToil ~~FISCAL~~and ~~YEAR~~gas ~~END~~industry and his knowledge and experience in funding smaller reporting companies.

~~The following~~MARTIN ~~table~~R. ~~sets~~GOTTLOB, ~~forth~~Age ~~certain~~66, ~~information concerning outstanding equity awards held by the Chief Executive and Financial~~Director ~~Officer~~ and ~~the~~Vice ~~Company’s~~President ~~most~~of ~~highly~~Geology ~~compensated~~of ~~executive officers for the fiscal year ended March 31, 2016 (the “Named Executive Officers”):~~T-Rex

	Option Awards										Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date		Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or others rights that have not vested ($)
Donald Walford		-		-		-		-		-		-		-		-		-
Martin Gottlob VP of Geology		100,000		0		0	$	1.00		4/2017		-		-		-		-

~~2013~~He is the owner of Independence Oil ~~Stock~~II, ~~Incentive~~LLC, ~~Plan~~where he has developed, drilled, completed and operated wells on behalf of clients.

~~Effective March~~From ~~29,~~2003 ~~2013,~~until ~~the~~he ~~Company’s~~commenced ~~2013 Stock Option and Award Plan (the “2013 Stock Incentive Plan”) was approved~~working bywith ~~its board of directors. Under the 2013 Stock Incentive Plan~~Terex, ~~the~~he ~~board~~was ofresponsible ~~directors~~for ~~may~~exploration ~~grant options or rights to purchase common stock to officers, employees~~ and ~~other~~operations ~~persons~~for ~~who~~Davis ~~provide~~Oil ~~services to the Company or any related company~~Co. ~~The~~oil ~~participants to whom awards are granted~~properties, ~~the~~where ~~type~~he ofwas ~~awards~~responsible ~~granted, the number of shares covered~~ for ~~each award and the purchase price, conditions~~most ~~and~~phases ~~other terms~~ of ~~each~~multiple ~~award~~field ~~are~~discoveries ~~determined~~in by the ~~board~~D-J ~~of directors~~Basin, ~~except~~in that the term of the options shall not exceed ten years. A total of 12 million shares of our common stock are subject to the 2013 Stock Incentive Plan. The shares issued for the 2013 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the years ended March 31Colorado, ~~2016~~Wyoming and ~~2015,~~ ~~no options were granted, expired or exercised under the 2013 Stock Incentive Plan~~Nebraska. ~~At March 31, 2016, no options were issued and outstanding under the 2013 Stock Incentive Plan.~~

42Between 1979 and 2003, he worked in similar capacities for Petrogulf, Minnoco, Decalta, Resource Technology and Mountain Minerals, all in Colorado.

~~2014~~He has a B.A. in Geology from the University ~~Stock~~of ~~Incentive~~Colorado ~~Plan~~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.

~~Effective October~~As 1,a ~~2014~~disclosure item, ~~Terex’s~~Mr. ~~2014~~Gottlob, ~~Stock~~in 1999, ~~Option and Award Plan (the “2014 Stock Incentive Plan”)~~ was ~~approved~~convicted ~~by its board~~ of ~~directors.~~domestic Asviolence ~~part~~felony ofin the ~~acquisition~~state of ~~Terex by T-Rex, the 2014 Stock Option Plan was renamed the T-Rex 2014 Stock Option and Award Plan~~Colorado.

~~Under the~~Mr. ~~2014~~Gottlob ~~Stock~~provides ~~Incentive Plan,~~ the board of directors with ~~may~~a ~~grant~~perspective ~~options or rights to purchase common stock to officers, employees~~ and ~~other~~experience ~~persons~~in ~~who provide services to~~ the ~~Company~~operational ~~or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award~~ and ~~the~~exploration ~~purchase~~aspects ~~price, conditions and other terms~~ of ~~each award are determined by~~ the ~~board~~oil of directors, except that the term of the options shall not exceed ten years. A total of 2 million shares of our common stock are subject to the 2014 Stock Incentive Plan. The shares issued for the 2014 Stock Incentive Plan may be either treasury or authorized and ~~unissued~~gas ~~shares~~industry. During the year ended March 31, 2016, there were 1,050,250 options granted under the 2014 Stock Incentive Plan and 1,070,000 were canceled. No options expired or were exercised. At March 31, 2016, there were 915,250 options issued and outstanding under the 2014 Stock Incentive Plan.

~~EMPLOYMENT AGREEMENTS WITH OFFICERS AND DIRECTORS OF T-REX AND TEREX~~ 36

~~Messrs. Donald~~Table ~~Walford,~~of ~~Allen Heim and Jon Nicolaysen have entered into Employment Agreements with our subsidiary, Terex. Mr. Martin Gottlob has entered into an Employment Agreement with T-Rex.~~Contents

~~All of~~ALLEN ~~our~~HEIM, ~~officers~~Age ~~and/or~~59, ~~directors will continue to be active in other companies. All officers and directors have retained the right~~Director, toVice ~~conduct~~President ~~their~~of ~~own independent business interests.~~Operations

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

~~In August 2014,~~ Mr. ~~Walford~~Heim ~~entered~~has ~~into~~devoted anmost ~~Employment~~of ~~Agreement with Terex for~~ his ~~services as its Chief Executive Officer, President~~30 ~~and~~year ~~director.~~career ~~The~~to ~~Employment Agreement has~~ a ~~term~~variety of 3oil ~~years~~field ~~and~~disciplines ~~provides~~including ~~for~~leasing, andealing ~~annual~~in ~~compensation~~working ofinterests, ~~$204~~drilling wells,~~000~~ fracking and managing ahands-on ~~monthly car~~all ~~allowance~~phases of ~~$600.~~post ~~Mr.~~drilling, ~~Walford~~including iscompletions ~~eligible~~and ~~for~~follow ~~annual~~on ~~bonuses~~operations asthrough ~~determined~~plug byand ~~the board of directors~~abandon.

~~Allen~~He is experienced in location construction ~~Heim~~of ~~Employment~~oil ~~Agreement~~well ~~with~~properties, ~~Terex~~pumping and long term well operations, as well as directional drilling and fracking operations planning and execution.

~~In November~~Prior ~~2014~~to working with T-Rex, ~~Mr.~~he ~~Heim~~was retained ~~entered~~by ~~into~~Davis anOil ~~Employment~~Co. ~~Agreement~~Prior ~~with~~to ~~Terex~~that ~~for~~he ~~his~~has ~~services~~worked aswith ~~its~~Bic ~~Vice~~Petroleum, ~~President~~Smith ofOil, ~~Operations~~Petro ~~and director.~~West, ~~The~~Bolling ~~Employment~~Oil, ~~Agreement~~Pease ~~has~~Oil aand ~~term~~Gas, Pan ofWestern 3Energy, ~~years~~Paladin ~~and~~Energy, ~~provides~~Charterhall, ~~for~~Haines anOil ~~annual~~Field ~~compensation~~Services, ofNew ~~$150~~Tech Energy,~~000.~~ ~~Mr.~~O’Brien ~~Heim~~Energy, isPeterson ~~eligible~~Energy, ~~for~~Sunburst anInc., ~~annual~~Markus ~~bonus~~Production, asLyco ~~determined~~Energy byand ~~the~~Wanda ~~board~~Madden ~~of directors~~Oil.

~~Jon Nicolaysen~~He ~~Employment~~is ~~Agreement~~the ~~with~~owner ~~Terex~~of Allen’s Pumping Service in Kimball, Nebraska.

~~In November 2014,~~ Mr. ~~Nicolaysen~~Heim ~~entered~~provides ~~into~~the anboard ~~Employment Agreement with Terex for his services as its Vice President~~ of ~~Geology~~directors ~~and~~with ~~director.~~both ~~The~~in ~~Employment~~the ~~Agreement~~field ~~has~~oil aoperations ~~term~~expertise ~~of 3 years~~ and ~~provides for an annual compensation of $150,000~~guidance. ~~Mr. Heim is eligible for an annual bonus as determined by the board of directors.~~

~~Martin Gottlob~~HERBERT ~~Employment~~T. ~~Agreement~~SEARS, ~~with~~age ~~T-Rex~~69, Director

InMr. Sears is an attorney with about ~~January~~40 ~~2015,~~years ~~Mr.~~of ~~Gottlob~~domestic ~~entered~~and ~~into~~international anexperience ~~Employment~~related ~~Agreement~~to ~~with~~energy ~~T-Rex~~and ~~for~~technology ~~his~~projects. ~~services~~He served as ~~its~~ Vice President and Counsel to Stone & Webster Engineering Corporation, an operating affiliate of ~~Operations~~Stone & Webster, Inc., an international multi-billion dollar engineering and ~~director.~~construction ~~The~~firm; ~~Employment~~General ~~Agreement~~Counsel ~~has~~to Badger Engineers, a ~~term~~leader ofin 3the ~~years~~petrochemical industry; International Counsel to Washington Group International, a global Engineering and ~~provides~~Construction ~~for~~organization; anChairman ~~annual~~to ~~compensation~~General ofEnvironmental Corporation ~~$150~~(nka NT Technologies,~~000~~ 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. ~~Heim~~Sears currently is the court appointed Trustee of the Stone ~~eligible~~and ~~for~~Webster anLiquidating ~~annual~~Trust ~~bonus~~with asresponsibility ~~determined~~for byliquidating the ~~board~~global assets of ~~directors~~the former Stone & Webster operating companies.

~~General~~In 2000, Mr. Sears formed Sears & ~~Terms~~Associates, a business and legal consulting firm based out of ~~All~~Exeter, ~~Employment~~New ~~Agreements~~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.

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

~~All~~Mr. Sears is a member of the state bar ~~Employment~~in ~~Agreements~~Massachusetts ~~provide~~and ~~for~~the ~~termination~~International ~~for~~Bar ~~cause~~Association. ~~Cause~~He isgraduated ~~defined~~from ~~as:~~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. ~~Conviction~~Sears ofnot aonly ~~felony,~~brings ~~crime~~management experience ofto ~~moral~~the ~~turpitude~~board ~~or commission~~ of andirectors, ~~act~~he ofalso ~~embezzlement~~provides oroil ~~fraud against the Company~~ and~~/or~~ ~~its~~gas ~~subsidiaries;~~operational ●management ~~Deliberate dishonesty resulting in damages to the Company; and ● Dereliction of duty~~experience.

43Committees of the Board of Directors

~~If terminated~~The ~~for~~Company ~~cause, the employee~~ is ~~not~~managed ~~entitled~~under ~~to any bonus for~~ the ~~period~~direction of ~~preceding~~its ~~the~~board ~~termination~~of ~~or any benefits thereunder~~directors.

~~Termination At~~Executive ~~Will~~Committee

~~All Employment~~The ~~Agreements provide for termination at will by the~~ Company ~~with 60 days written notice. As part of any such termination,~~does ~~the~~not ~~Company~~have isan ~~required~~executive ~~to repurchase 50% of the shares held by the employee up to 1~~committee,~~000,000~~ ~~shares~~ at athis ~~price equal to 90% of the average trading price over the 60 days preceding the notice~~time. ~~Such repurchase shall happen within 30 days of the notice.~~

~~Change of Control~~37

~~In the~~Table ~~event~~ of a change of control, the Employment Agreement is treated the same as if the Employment Agreement was terminated without cause. If the Employment Agreement is terminated for a change of control, severance payments are payable on the 15th day after the Company gives notice of the termination. Such severance pay will consist of:Contents

●Audit Full salary through termination specified in the termination notice. ● An amount equal to the amount of salary and benefits equal to a 6 month period. ● Full vestment of any outstanding stock and/or option grants.Committee

~~As a~~The ~~result~~Company ~~of the acquisition of Terex by T-Rex, the change in control clause in Messrs. Walford, Heim and Nicolaysen’s employment~~does ~~agreements~~not ~~was~~have ~~activated.~~an ~~All~~audit ~~agreed~~committee toat ~~waive~~this ~~such clause as it pertains to the change of control event of Terex by T-Rex~~time.

~~It is~~Conflicts ~~possible that situations may arise in the future where the personal interests~~ of ~~the~~Interest ~~officers~~– ~~and directors may conflict with our interests~~General. Such conflicts could include determining what portion of their working time will be spent on our business and what portion on other business interests. To the best ability and in the best judgment of our officers and directors, any conflicts of interest between us and the personal interests of our officers and directors will be resolved in a fair manner which will protect our interests. Any transactions between us and entities affiliated with our officers and directors will be on terms which are fair and equitable to us. Our board of directors intends to continually review all corporate opportunities to further attempt to safeguard against conflicts of interest between their business interests and our interests.

WeThe Company’s directors and officers ~~have~~are, noor ~~intention~~may ofbecome, ~~merging~~in ~~with~~their orindividual ~~acquiring~~capacities, anofficers, ~~affiliate~~directors, ~~associated~~controlling ~~person~~shareholders and/or ~~business~~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 ~~any~~participation ~~affiliate~~with orsuch ~~any~~other business entities. While each officer and director of the ~~client~~Company’s business is engaged in business activities outside of ~~any~~the ~~such~~Company’s ~~person~~business, the amount of time each of them devotes to our business will be up to approximately 40 hours per week.

44Conflicts of Interest – Corporate Opportunities

~~DIRECTOR~~Presently no requirement contained in ~~COMPENSATION~~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.

~~All of~~(REMAINDER ~~the~~OF ~~Company’s~~PAGE ~~officers~~LEFT ~~and/or~~BLANK ~~directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.~~INTENTIONALLY)

~~The Company does not pay any directors fees for meeting attendance.~~38

~~The following~~Table ~~table~~of ~~sets forth certain information concerning compensation paid to the Company’s directors during the fiscal year ended March 31, 2016:~~Contents

~~DIRECTORS’~~ ITEM 11. EXECUTIVE COMPENSATION

Name	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Donald Walford(1)		-		-		-		-		-		199,995		199,995
Martin Gottlob (1)		-		-				-		-		168.696		168,696
Jon Nicolaysen (1)		-				-		-		-		159,000		159,000
Allen Heim (1)		-		-		-		-		-		194,436		194,436
Jeffrey Bennett(2)		-		-				-		-		-		-
Andrew VanderPloeg		-				-		-		-		-		-
Herbert T Sears		-		-		-		-		-		-		-

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.

(1)	Mr. Walford’s, Gottlob’s, Nicolaysen’s and Heim’s compensation as discussed in the table above and in this footnote were paid for their services as officers of the Company as discussed in the Executive Compensation table.
(2)	Mr. Bennett resigned as a director of the Company on April 1, 2016.

SUMMARY EXECUTIVES COMPENSATION TABLE

Name & Position	Year		Salary($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($) (1)		Total ($)

Donald Walford, CEO & CFO (2)		2017		161,331		-		-		45,300		-		-		5,700		212,331
		2016		192,795		-		-		-		-		-		7,200		199,995
		2015		186,000		26,000		-		-		-		-		10,594		222,594

Martin Gottlob, VP of Geology (3)		2017		122,914		-		-		32,045		-		-		5,700		160,659
		2016		161,496		-		-		-		-		-		7,200		168,696
		2015		108,562		-		-		115		-		-		1,350		110,027

Allen Heim, VP of Operations		2017		153,073		-		-		32,045		-		-		6,000		191,118
		2016		194,436		-		-		-		-		-		-		194,436
		2015		173,865		-		-		-		-		-		3,629		177,494

Jon Nicolaysen, Executive Vice President (4)		2017		69,245		-		-		32,045		-		-		3,600		104,890
		2016		151,800		-		-		-		-		-		7,200		159,000
		2015		127,500		-		750,000		-		-		-		106		877,606

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

	(1)	All other compensation for the officers listed above consists of an auto allowance plus medical reimbursement.

	(2)	In February 2014, Mr. Walford was issued 1,100,000 shares of Terex valued at $0.001 per share for services. As part of the T-Rex/Terex Acquisition these shares were exchanged for T-Rex shares and options in December 2014.

	(3)	In February 2014, Mr. Gottlob was issued 750,000 shares of Terex which was valued at $0.001 for services. In April 2014, Mr. Gottlob was issued an option exercisable for shares of Terex with an exercise price of $0.10 per share, which was expensed at $115. As part of the T-Rex/Terex Acquisition these shares and option were exchanged for T-Rex shares and options in December 2014.

~~The following table sets forth information with respect to the beneficial ownership of T-Rex’s outstanding common stock by:~~39

●Table ~~each person who is known by T-Rex to be the beneficial owner~~ of five percent (5%) or more of T-Rex common stock; ● T-Rex chief financial officer, its other executive officers and each director as identified in the “Management — Executive Compensation” section; and ● all of the Company’s directors and executive officers as a group.Contents

~~Beneficial ownership~~(4) isMr. ~~determined~~Nicolaysen inserved ~~accordance~~as ~~with~~ the ~~rules~~CEO of ~~the~~T-Rex ~~Securities~~until ~~and~~December ~~Exchange~~2014, ~~Commission~~at ~~and~~which ~~generally~~time ~~includes~~he ~~voting~~was ~~or investment~~appointed ~~power~~Executive ~~with~~Vice ~~respect to securities~~President. ~~Shares~~In ofDecember ~~common stock and options~~2013, ~~warrants~~he ~~and~~was ~~convertible~~granted ~~securities~~fully-vested ~~that~~options ~~are currently~~to ~~exercisable~~purchase or7,412 ~~convertible within 60 days of the date of this document into~~ shares of the Company’s common stock ~~are~~ ~~deemed~~with toan beexercise ~~outstanding~~price ~~and~~of to$3.50 beper ~~beneficially~~share. ~~owned~~In byAugust ~~the~~2014 ~~person~~such ~~holding~~option ~~the~~was ~~options,~~canceled. ~~warrants~~In orAugust ~~convertible~~2014, ~~securities for~~he ~~the~~was ~~purpose~~issued of750,000 ~~computing~~shares ~~the~~of ~~percentage~~restricted ~~ownership~~common ofstock ~~the~~for ~~person,~~his ~~but~~services. ~~are~~These ~~not~~shares ~~treated~~were asvalued ~~outstanding~~at ~~for~~$1.00 ~~the~~per ~~purpose~~share. ofMr. ~~computing the~~Nicolaysen ~~percentage~~resigned ~~ownership~~as ofa ~~any~~director ~~other~~in ~~person~~October 2016.

~~The information~~OUTSTANDING ~~below~~EQUITY isAWARDS ~~based~~AT ~~on the number of shares of T-Rex’s common stock that we believe was beneficially owned by each~~FISCAL ~~person~~YEAR ~~or entity as of March 31, 2016.~~END

Name and Address of Beneficial Owner *	Amount and Nature of Beneficial Owner Common Stock		Warrants and/or Options		Percent of Common Stock Issued and Outstanding (1)
Donald Walford, CEO, Acting CFO & Chairman		1,080,000		-		6.98	%
Martin Gottlob, VP of Geology & Director (2)		750,000		100,000		4.84	%
Jon Nicolaysen, Executive VP & Director		1,052,400		-		6.80	%
Allen Heim, VP of Operations & Director		755,000		-		4.88	%
Jeffrey Bennett, Executive VP of Drilling Operations (3)		-		14,286		-0-	%
Andrew VanderPloeg, Director (4)		324,528		125,000		2.10	%
Herb Sears, Director		66,667				0.43	%
Schwaben Kapital GmbH		1,480,152		-		9.56	%
RMI GmbH (5)		991,628		-		6.41	%
Rainer Mayerhofer (5)		439,021		-		2.84	%
All Directors and Executive Officers asa Group (4 persons)		4,028,595		239,286		26.03	%

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”):

*The Address for the above individuals and entities is c/o T-Rex Oil, Inc., 520 S. Zang Street, Suite 250, Broomfield, Colorado 80021.

	Option Awards											Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date			Number of shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or others rights that have not vested ($)

Donald Walford		150,000		175,000		—	$	0.62		8	/2019		—		—		—		—

Martin Gottlob		125,000		100,000		—	$	0.62		8	/2019		—		—		—		—

Allen Heim		125,000		100,000		—	$	0.62		8	/2019		—		—		—		—

Jon Nicolaysen		100,000		125,000		—	$	0.62		8	/2019		—		—		—		—

462013 Stock Incentive Plan

	(1)	Based upon 15,480,882 shares of issued and outstanding common stock at March 31, 2016. Warrants and options exercisable for 239,286 shares of common stock are not included in this number of shares of issued and outstanding common stock as they are not considered to be exercisable in the next 60 days.
	(2)	Mr. Gottlob holds an option exercisable for 100,000 shares of common stock with an exercise price of $0.10 per share and a term of 3 years. The option is fully vested.
	(3)	Mr. Bennett holds a warrant exercisable for 14,286 shares of common stock with an exercise price of $3.50 per share and a term of 3 years. The option is fully vested. Mr. Bennet resigned as a director of the Company effective April 1, 2016 and was appointed the Executive Vice President of Drilling Operations on May 1, 2016.
	(4)	Mr. VanderPloeg holds 125,000 shares of Series A Preferred Stock convertible into shares of the Company’s common stock and a warrant exercisable for 125,000 shares of common stock with an exercise price of $3.00 and a term of 3 years.
	(5)	Mr. Mayerhofer is the controlling officer of RMI GmbH and as such holds voting control of the 991,628 shares held by RMI GmbH. He holds 439,021 shares of stock directly and beneficially. He has voting control over a total of 1,430,649 shares of stock or 9.25% of the Company’s common stock.

Effective March 29, 2013, the Company’s 2013 Stock Option and Award Plan (the “2013 Stock Incentive Plan”) was approved by its board of directors. Under the 2013 Stock Incentive Plan, the board of directors may grant options or rights to purchase common stock to officers, employees and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award and the purchase price, conditions and other terms of each award are determined by the board of directors, except that the term of the options shall not exceed ten years. A total of 12 million shares of our common stock are subject to the 2013 Stock Incentive Plan. The shares issued for the 2013 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the years ended March 31, 2017 and 2016, no options were granted, expired or exercised under the 2013 Stock Incentive Plan. At March 31, 2017, no options were issued and outstanding under the 2013 Stock Incentive Plan.

Rule 13d-3 under the Exchange Act governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within 60 days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.40

~~ITEM 13.~~Table ~~CERTAIN~~of ~~RELATIONSHIPS AND RELATED TRANSACTIONS~~Contents

~~Other than~~2014 ~~the~~Stock ~~stock~~Incentive transactions discussed below, the Company has not entered into any transaction nor is there any proposed transaction in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or are to have a direct or indirect material interest.Plan

~~Employment~~Effective October 1, 2014, Terex’s ~~Agreements~~2014 ~~with~~Stock ~~Officers~~Option and ~~Directors~~Award Plan (the “2014 Stock Incentive Plan”) was approved by its board of directors. As part of the acquisition of Terex by T-Rex, the 2014 Stock Option Plan was renamed the T-Rex 2014 Stock Option and Award Plan.

~~Donald~~Under the 2014 Stock Incentive Plan, ~~Walford~~the ~~Employment~~board ~~Agreement~~of ~~with~~directors ~~Terex~~may grant options or rights to purchase common stock to officers, employees and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award and the purchase price, conditions and other terms of each award are determined by the board of directors, except that the term of the options shall not exceed ten years. A total of 2 million shares of our common stock are subject to the 2014 Stock Incentive Plan. The shares issued for the 2014 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the year ended March 31, 2017, there were 1,165,000 options granted under the 2014 Stock Incentive Plan and 1,070,000 were canceled. No options expired or were exercised. At March 31, 2017, there were 2,285,250options issued and outstanding under the 2014 Stock Incentive Plan.

~~In August~~EMPLOYMENT ~~2014,~~AGREEMENTS ~~Mr.~~WITH ~~Walford entered into an Employment Agreement with Terex for his services as its Chief Executive Officer, President~~OFFICERS ~~and~~AND ~~director.~~DIRECTORS ~~The~~OF ~~Employment~~T-REX ~~Agreement~~AND ~~has~~TEREX ~~a term of 3 years and provides for an annual compensation of $204,000 and a monthly car allowance of $600. Mr. Walford is eligible for annual bonuses as determined by the board of directors.~~

Messrs. Donald Walford, Allen Heim and Jon Nicolaysen have entered into Employment ~~Agreement~~Agreements with our subsidiary, Terex. Mr. Martin Gottlob has entered into an Employment Agreement with T-Rex.

~~In November~~All ~~2014,~~of ~~Mr.~~our ~~Heim~~officers ~~entered~~and/or ~~into~~directors will ancontinue ~~Employment~~to ~~Agreement~~be ~~with~~active ~~Terex~~in ~~for~~other ~~his services as its Vice President of Operations and director~~companies. ~~The~~All ~~Employment~~officers ~~Agreement has a term of 3 years~~ and ~~provides~~directors ~~for~~have anretained ~~annual~~the ~~compensation~~right ofto ~~$150,000.~~conduct ~~Mr.~~their ~~Heim~~own ~~is eligible~~independent ~~for~~business ~~an annual bonus as determined by the board of directors~~interests.

47Donald Walford Employment Agreement with T-Rex

~~Jon~~In August 2016, Mr. Walford entered ~~Nicolaysen~~into an Employment Agreement with ~~Terex~~T-Rex for his services as its Chief Executive Officer, President and director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $265,000 and a monthly car allowance of $600. Mr. Walford is eligible for annual bonuses as determined by the board of directors.

~~In November~~Allen ~~2014,~~Heim ~~Mr. Nicolaysen entered into an~~ Employment Agreement with ~~Terex for his services as its Vice President of Geology~~ ~~and director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $150,000. Mr. Heim is eligible for an annual bonus as determined by the board of directors.~~Terex

~~Martin~~In August 2016, Mr. Heim entered into ~~Gottlob~~an Employment Agreement with ~~T-Rex~~Terex for his services as its Vice President of Operations and director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $195,000. Mr. Heim resigned and terminated his Employment Agreement July 10, 2017.

~~In January~~Jon ~~2015,~~Nicolaysen ~~Mr. Gottlob entered into an~~ Employment Agreement with T-Rex for his services as its Vice President of Operations and director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $150,000. Mr. Gottlob is eligible for an annual bonus as determined by the board of directors.Terex

~~Equity~~In November 2014, Mr. Nicolaysen entered ~~Issuances~~into toan ~~Officers~~Employment Agreement with Terex for his services as its Vice President of Geology and ~~Directors~~director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $150,000. Mr. Nicolaysen terminated his Employment Agreement and resigned from the Board in August 2016 and a severance agreement was executed in September 2016.

~~Year Ended~~Martin ~~March~~Gottlob ~~31,~~Employment ~~2016~~Agreement with T-Rex

~~Series~~In August 2016, Mr. Gottlob entered Ainto ~~Preferred~~an ~~Stock~~Employment Agreement with T-Rex for his services as its Vice President of Geology and director. The Employment Agreement has a term of 3 years and provides for an annual compensation of $195,000 and a monthly car allowance of $600. Mr. Gottlob resigned and terminated his Employment Agreement January 3, 2018.

~~In October 2015, Mr. VanderPloeg, a director, purchased 125,000 Series A Shares and $3 Warrants exercisable for 125,000 shares in exchange for $250,000.~~41

~~Convertible Promissory~~Table ~~Notes~~of Contents

~~On January~~General ~~14,~~Terms ~~2016, in exchange for $100,000 cash we issued convertible promissory notes in the amount~~ of ~~$50,000~~All ~~each~~Employment to Mr. Nicolaysen and Mr. Bennett. The convertible promissory notes have a term of 9 months and accrue interests at a rate of 5%. The notes are convertible into shares of our restricted common stock at a discount of 30% of the 5-day trading closing market.Agreements

~~Common~~Termination ~~Stock~~for Cause

~~In March~~All ~~2016,~~Employment ~~two~~Agreements provide offor ~~our~~termination ~~directors,~~for Mrcause. ~~VanderPloeg~~Cause ~~and~~is ~~Mr.~~defined ~~Sears, purchased shares of restricted common stock from the Company, 300,000 and 66,667 shares, respectively, at $0.75 per share.~~as:

~~Year Ended~~● ~~March~~Conviction 31of a felony, ~~2015~~crime of moral turpitude or commission of an act of embezzlement or fraud against the Company and/or its subsidiaries; ● Deliberate dishonesty resulting in damages to the Company; and ● Dereliction of duty.

~~In August~~If ~~2014,~~terminated ~~Mr.~~for ~~Nicolaysen~~cause, ~~an officer and director of Terex, was issued 750,000 shares of~~ the ~~common stock of Terex for services~~ ~~with~~employee ais ~~value~~not ofentitled ~~$750,000~~to ~~that~~any ~~were~~bonus ~~expensed. Such shares were exchanged~~ for ~~shares~~the ofperiod ~~T-Rex~~preceding ~~as part of~~ the ~~acquisition~~termination ofor ~~Terex by~~any ~~T-Rex.~~benefits ~~In addition, Mr~~thereunder. ~~Nicolaysen, a director and officer of T-Rex, returned to T-Rex an option exercisable for 7,142 shares of common stock. T-Rex cancelled such option.~~

InTermination ~~August~~At ~~2014, T-Rex issued warrants in the following amounts and terms to its then officers and directors as follows. All amounts have been adjusted for the October 2014 reverse split.~~Will

Name	Number of Shares		Exercise Price		Term
Jeffrey Bennett		14,285	$	3.50		3 years
Mathijs van Houweninge		14,285	$	3.50		3 years
Al “Sid” Overton		14,285	$	3.50		3 years

All Employment Agreements provide for termination at will by the Company with 60 days written notice. As part of any such termination, the Company is required to repurchase 50% of the shares held by the employee up to 1,000,000 shares at a price equal to 90% of the average trading price over the 60 days preceding the notice. Such repurchase shall happen within 30 days of the notice.

~~In April~~Change ~~2014, Mr. Gottlob was issued an option exercisable for 100,000 shares~~ of Terex’s common stock with an exercise price of $0.10 per share and a term of 3 years. The option is fully vested and had a value of $115 at the time of issuance that was expensed. As part of the acquisition of Terex by T-Rex, this option has been exchanged for an option exercisable for 100,000 shares of T-Rex.Control

48In the event of a change of control, the Employment Agreement is treated the same as if the Employment Agreement was terminated without cause. If the Employment Agreement is terminated for a change of control, severance payments are payable on the 15th day after the Company gives notice of the termination. Such severance pay will consist of:

~~Cole Creek,~~● ~~Wyoming~~Full ~~Farmout~~salary ~~Agreement~~through termination specified in the termination notice. ● An amount equal to the amount of salary and benefits equal to a 6 month period. ● Full vestment of any outstanding stock and/or option grants.

~~On September~~As ~~30,~~a ~~2014,~~result ~~Terex~~of ~~entered~~the ~~into~~acquisition of aTerex ~~Farmout~~by ~~Agreement~~T-Rex, ~~with~~the ~~Red~~change ~~Hawk~~in ~~Oil~~control ~~Exploration,~~clause ~~Inc~~in Messrs. ~~(“Red~~Walford, ~~Hawk”).~~Heim ~~Mr.~~and ~~Jon~~ Nicolaysen’s employment agreements was anactivated. All ~~officer~~agreed ~~and~~to ~~director~~waive ofsuch ~~Terex~~clause ~~and~~as ~~also~~it pertains to the ~~president~~change of ~~Red~~control ~~Hawk~~event of Terex by T-Rex.

~~The Farmout~~It ~~Agreement~~is ~~provides~~possible ~~for~~that ~~Terex~~situations tomay ~~drill~~arise in ~~two~~the ~~Shannon~~future ~~formation~~where ~~wells~~the inpersonal aninterests ~~operating~~of ~~unit~~the ~~formation~~officers ~~within~~and 24directors ~~months~~may conflict with our interests. ~~Upon~~Such conflicts could ~~drilling~~include ofdetermining ~~the~~what ~~first~~portion ~~two~~of ~~wells,~~their ~~Terex~~working ~~has~~time ~~the~~will ~~option~~be ofspent ~~drilling~~on ~~additional~~our ~~wells~~business atand ~~locations~~what ofportion ~~its~~on ~~choice~~other business interests. To ~~Upon~~the ~~drilling~~best ability and ~~completion~~ ofin the ~~first~~best ~~two~~judgment ~~wells,~~of ~~Terex~~our isofficers ~~entitled~~and todirectors, anany ~~assignment~~conflicts of ~~100%~~interest ofbetween us and the ~~interest~~personal interests ~~held~~of byour ~~Red~~officers ~~Hawk.~~and Indirectors ~~the~~will ~~event~~be ~~an earning~~resolved ~~well~~in isa ~~capable~~fair ofmanner ~~production~~which inwill ~~paying~~protect ~~quantities,~~our ~~Terex~~interests. ~~will~~Any ~~notify~~transactions ~~Red~~between us ~~Hawk,~~and ~~whereupon~~entities ~~Red~~affiliated ~~Hawk~~with our officers and directors will ~~have~~be aon ~~right~~terms which are fair and equitable to us. Our board of directors ~~elect~~intends to ~~back~~continually inreview all corporate opportunities to anfurther ~~undivided~~attempt ~~10%~~to ofsafeguard ~~the~~against conflicts of interest ~~assigned~~between their tobusiness ~~Terex~~interests and our interests.

~~Purchase~~ We have no intention of ~~Sioux~~merging ~~and~~with or ~~Kimball~~acquiring ~~County~~an affiliate, ~~Nebraska~~associated ~~Properties~~person or business opportunity from any affiliate or any client of any such person.

On September 20, 2014, Terex entered into a Purchase and Sale Agreement with Allen Heim, Pamela Heim and Marlin C. Heim. At the time, Allen Heim was an officer and director of Terex. Pamela Heim is the wife of Allen Heim (the “Heims”). The Purchase and Sale Agreement entitled Terex to purchase certain oil and gas leases and a well bore in Sioux County, Nebraska, in exchange for certain consideration. As part of the consideration, the Heims received cash of $50,000 and warrants to acquire 400,000 shares of Terex’s common stock at $1.00 per share. At the time of purchase, the warrants were valued at $325,798. However, since the Heims are considered related parties, the oil and gas leases and well bore were recorded at the Heims’ historical cost of $278,000. As part of the T-Rex – Terex acquisition, the warrants were re-issued and are exercisable for shares of T-Rex.42

~~Director Independence~~Table of Contents

~~Our board~~DIRECTOR of directors undertook its annual review of the independence of the directors and considered whether any director had a material relationship with us or our management that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the board of directors affirmatively determined that Mr. Bennett was “independent” as such term is used under the rules and regulations of the Securities and Exchange Commission. Messrs. Walford, Nicolaysen and Gottlob, as officers of the Company, are not considered to be “independent.”COMPENSATION

~~ITEM~~All of the Company’s officers 14and/or directors will continue to be active in other companies. ~~PRINCIPAL~~All ~~ACCOUNTING~~officers ~~FEES~~and ~~AND~~directors ~~SERVICES~~have retained the right to conduct their own independent business interests.

~~GENERAL~~The Company does not pay any directors fees for meeting attendance.

~~BF Borgers~~The ~~CPA~~following PCtable ~~(“Borgers”)~~sets isforth ~~the~~certain information ~~Company’s~~concerning ~~principal~~compensation ~~auditing~~paid ~~accountant~~to ~~firm.~~the ~~The~~ Company’s ~~board of~~ directors ~~has~~during ~~determined that~~ the ~~provision~~fiscal ofyear ~~audit~~ended ~~services~~March is31, ~~compatible with maintaining their independence.~~2017:

~~The following~~DIRECTORS’ ~~table represents aggregate fees billed to the Company for the years ended March 31, 2016 and 2015.~~COMPENSATION

	Year Ended March 31,
Name	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
	2016		2015
Donald Walford(1)		-		-		-		-		-		212,331		212,331
Audit Fees	$	146,560	$	22,140
Martin Gottlob (1)		-		-				-		-		160,659		160,659
Audit-related Fees	$	0	$	0
Jon Nicolaysen (1)		-				-		-		-		104,890		104,890
Tax Fees	$	3,240	$	0
Allen Heim (1)		-		-		-		-		-		191,118		191,118
All Other Fees	$	0	$	0
Jeffrey Bennett(2)(3)		-		-				-		-		12,163		12,163
Total Fees	$	149,800	$	22,140
Andrew VanderPloeg(3)		-				-		-		-		9,941		9,941
Herbert T Sears(3)		-		-		-		-		-		9,941		9,941

All audit work was performed by the auditors’ full time employees.

(1)	Mr. Walford’s, Gottlob’s, Nicolaysen’s and Heim’s compensation as discussed in the table above and in this footnote were paid for their services as officers of the Company as discussed in the Executive Compensation table. Mr. Nicolaysen resigned as a director of the Company in August 2016. Mr. Gottlob resigned as a director of the Company January 3, 2018.

(2)	Mr. Bennett resigned as a director of the Company on April 1, 2016.

(3)	Messrs. Bennett, VanderPloeg and Sears compensation as discussed in the table above and in this footnote were paid for their services as consultants of the Company. Mr. VanderPloeg resigned as a director of the Company in October 2016.

~~Pre-approval Policies and Procedures~~43

~~The board~~Table of directors on an annual basis reviews audit and non-audit services performed by the independent auditor. All audit and non-audit services are preapproved by the board of directors, which considers, among other things, the possible effect of the performance of such services on the auditors’ independence. The board of directors has considered the role of Borgers in providing services to us for the fiscal years ended March 31, 2016 and 2015 and has concluded that such services are compatible with their independence as our auditors. The board has considered the services rendered and fees billed to the date of this report by Borgers, and are satisfied as to their services being rendered on a basis of independence.Contents

49ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~PART~~The following table sets forth information IVwith respect to the beneficial ownership of T-Rex’s outstanding common stock by:

~~ITEM 15.~~● ~~EXHIBITS~~each person who is known by T-Rex to be the beneficial owner of five percent (5%) or more of T-Rex common stock; ● T-Rex chief financial officer, ~~FINANCIAL~~its ~~STATEMENT~~other ~~SCHEDULES~~executive officers and each director as identified in the “Management — Executive Compensation” section; and ● all of the Company’s directors and executive officers as a group.

~~The following~~Beneficial ownership is adetermined ~~complete~~in accordance ~~list~~with the rules of ~~exhibits~~the ~~filed~~Securities asand ~~part~~Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this ~~Form~~document ~~10K.~~into ~~Exhibit~~shares ~~numbers~~of ~~correspond~~the Company’s common stock are deemed to be outstanding and to be beneficially owned by the ~~numbers~~person inholding the ~~Exhibit~~options, warrants or convertible securities for the purpose of computing the percentage ~~table~~ownership of ~~Item~~the ~~601~~person, but are not treated as outstanding for the purpose of ~~Regulation~~computing ~~S-K~~the percentage ownership of any other person.

Number	Description
3.1	Amended and Restated Articles of Incorporation of Rancher Energy Corp	(1)
3.2	Certificate of Correction	(2)
3.3	Amended and Restated Bylaws of Rancher Energy Corp	(9)
3.4	Articles of Merger, by and between Rancher Energy Corp and T-Rex Oil, Inc.	(8)
3.5	Statement of Merger	(8)
3.6	Articles of Incorporation of T-Rex Oil, Inc.	(8)
3.7	Articles of Incorporation of Terex Energy Corporation	(11)
3.8	Amendment to the Articles of Incorporation of Terex Energy Corporation, dated February 2007	(11)
3.9	Articles of Incorporation of Western Interior Oil & Gas Corporation	(11)
3.10	Amendment to the Articles of Incorporation of Western Interior Oil & Gas Corporation, dated April 2007	(11)
3.11	Amendment to the Articles of Incorporation of Western Interior Oil & Gas Corporation, dated May 2007	(11)
3.12	Articles of Amendment of T-Rex Oil – Certificate of Designation of Series A Convertible Preferred Stock	(12)
3.13	Articles of Organization of T-Rex Oil LLC #3	(13)
3.14	Articles of Incorporation of JK Minerals, Inc.	(13)
3.15	By-Laws of JK Minerals, Inc.	(13)
4.1	Form of Non-Qualified Stock Option Agreement	(4)
4.2	2014 T-Rex Oil, Inc. Stock Option and Award Plan	(11)
4.3	Form of $3 Warrant	(13)
4.4	Form of Convertible Promissory Note	(!3)
10.1	Participation Agreement between Rancher Energy Corp. and PetroShare Corp. dated September 30, 2013	(5)
10.2	Settlement Agreement and Mutual Release between Rancher Energy Corp. and PetroShare Corp. dated as of May 5, 2014	(6)
10.3	Securities Purchase Agreement by and between Rancher Energy Corp. and Terex Energy Corporation as of August 19, 2014	(7)
10.4	Share Exchange Agreement between T-Rex Oil, Inc. and Western Interior Oil & Gas Corp & Its Shareholders dated February 25, 2015	(10)
10.5	Share Exchange Agreement between T-Rex Oil, Inc. and Terex Energy Corporation as of December 22, 2014	(11)
10.6	Operating Agreement of T-Rex Oil LLC #3	(13)
23.1	Consent of Independent Petroleum Engineers and Geologists	Filed Herewith
31.1	Certification of Chief Executive Officer & Principal Executive
	Officer pursuant to Section 302 of the Sarbanes-Oxley Act	Filed Herewith
31.2	Certification of Chief Accounting Officer & Principal Accounting
	Officer pursuant to Section 302 of the Sarbanes-Oxley Act	Filed Herewith
32.1	Certification of Chief Executive Officer & Principal Executive
	Officer pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith
32.2	Certification of Chief Accounting Officer & Principal Accounting
	Officer pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith
99.1	Reserve Report, dated July 19, 2016	Filed Herewith
101.INS	XBRL Instance Document	Filed Herewith(14)
101.SCH	XBRL Taxonomy Extension Schema Document	Filed Herewith(14)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith(14)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith(14)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed Herewith(14)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed Herewith(14)

The information below is based on the number of shares of T-Rex’s common stock that we believe was beneficially owned by each person or entity as of March 31, 2017.

Name and Address of Beneficial Owner *	Amount and Nature of Beneficial Owner Common Stock		Warrants and/or Options		Percent of Common Stock Issued and Outstanding (1)
Donald Walford, CEO, Acting CFO & Chairman		1,080,000		150,000		6.95	%

Martin Gottlob, VP of Geology & Director (2)		850,000		125,000		5.51	%

Allen Heim, VP of Operations & Director (6)		755,000		525,000		7.23	%

Herb Sears, Director		66,667		25,000		0.52	%

Jeffrey Bennett, Former Executive VP of Drilling Operations (3)		-		89,286		-0-	%

Andrew VanderPloeg, Former Director (4)		324,528		150,000		2.68	%

Jon Nicolaysen, Former Executive VP & Director (7)		1,050,000		100,000		6.50	%

5% Shareholders
Schwaben Kapital GmbH		1,480,152		-		8.36	%

RMI GmbH (5)		1,487,442		-		8.40	%

Rainier Mayerhofer (5)		1,926,463		-		10.89	%

All Directors and Executive Officers as a Group (4 persons)		2,751,667		825,000		20.21	%

~~(1)Incorporated by reference from the exhibits included in the Company’s Current Report on Form 8-K dated April 3, 2007.~~44

~~(2)Incorporated by~~Table ~~reference~~of ~~from the exhibits included in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007.~~Contents

~~(3)Incorporated by~~*The ~~reference~~Address ~~from~~for the ~~exhibits~~above ~~included~~individuals and inentities ~~the~~was ~~Company’s~~c/o ~~Current~~T-Rex ~~Report~~Oil, onInc., ~~Form~~520 ~~8-K~~S. ~~dated~~Zang ~~December~~Street, 28Suite 209, ~~2006~~Broomfield, Colorado 80021.

(4)Incorporated by reference from the exhibits included in the Company’s Current Report on Form 8-K dated December 3, 2013.

	(1)	Based upon 17,697,621 shares of issued and outstanding common stock at March 31, 2017. Warrants and options not exercised in the 60 days after March 31, 2017 are not included in this number of shares of issued and outstanding common stock but the percent of common stock issued and outstanding is computed as if the options and warrants exercisable within 60 days,were exercised.

	(2)	Mr. Gottlob holds options exercisable for 125,000 shares of common stock with an exercise price of $0.62 per share and a term of 3 years. The options are fully vested.

	(3)	Mr. Bennett holds a warrant exercisable for 14,286 shares of common stock with an exercise price of $3.50 per share and a term of 3 years and an option exercisable for 75,000 shares of common stock with an exercise price of $0.62 per share and a term of 3 years. The option is fully vested. Mr. Bennet resigned as a director of the Company effective April 1, 2016.

	(4)	Mr. VanderPloeg holds a warrant exercisable for 125,000 shares of common stock with an exercise price of $3.00 and a term of 3 years and an option exercisable for 25,000 shares of common stock with an exercise price of $0.62 per share and a term of 3 years. The option is fully vested. Mr. VanderPloeg resigned as a director of the Company in October 2016.

	(5)	Mr. Mayerhofer is the controlling officer of RMI GmbH and as such holds voting control of the 1,487,442 shares held by RMI GmbH. He holds 439,021 shares of stock directly and beneficially. He has voting control over a total of 1,430,649 shares of stock or 10.25% of the Company’s common stock.

	(6)	Mr. Heim resigned July 10, 2017.

	(7)	Mr. Nicolaysen resigned August 2016.

~~(5)Incorporated~~Rule 13d-3 under the Exchange Act governs bythe ~~reference~~determination ~~from~~of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the ~~exhibits~~right ~~included~~to inacquire beneficial ownership of such security within 60 days, including through the ~~Company’s~~exercise ~~Current~~of ~~Report~~any onoption, ~~Form~~warrant ~~8-K~~or ~~dated~~conversion ~~October~~of 9a security. Any securities not outstanding which are subject to such options, ~~2013~~warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

~~(7)Incorporated by~~Other ~~reference~~than ~~from~~ the ~~exhibits~~stock ~~included~~transactions indiscussed below, the Company’s ~~Current~~has ~~Report~~not onentered ~~Form~~into ~~8-K~~any ~~dated~~transaction ~~August~~nor 21is there any proposed transaction in which any of the founders, ~~2014~~directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or are to have a direct or indirect material interest.

~~(8)Incorporated by~~Equity ~~reference~~Issuances ~~from~~to ~~the~~Officers ~~exhibits included in the Company’s Current Report on Form 8-K dated October 31, 2014.~~and Directors

~~(9)Incorporated by~~Year ~~reference~~Ended ~~from~~March ~~the exhibits included in the Company’s Current Report on Form 8-K/A dated October 29~~31, ~~2014.~~2017

~~(10)Incorporated by~~Common ~~reference from the exhibits included in the Company’s Current Report on Form 8-K dated February 24, 2015.~~Stock

~~(11)Incorporated by~~In ~~reference~~March ~~from~~2017, the ~~exhibits~~Company ~~included~~issued 100,000 shares of its common stock in ~~the~~exchange ~~Company’s~~for ~~Current~~payment ~~Report~~of ona ~~Form~~debt ~~10-K,~~owed ~~dated~~to ~~July~~Mr. ~~16,~~Gottlob ~~2015~~in exercising his option to purchase shares at an exercise price of $.05 per share.

~~(12)Incorporated by reference from the exhibits included in the Company’s Current Report on Form 8-K dated October 28, 2015.~~45

~~(13)Incorporated by~~Table ~~reference~~of ~~from the exhibits included in the Compamy’s Registration Statement on Form S-1 dated March 22, 2016.~~Contents

(14)Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.Options

51During July and August 2016, the Company issued Messrs. Walford, Gottlob, Nicolaysen, Sears, Heim, Bennet and VanderPloeg fully vested options exercisable for 150,000, 125,000, 100,000, 25,000, 125,000, 75,000 and 25,000 shares of the Company’s common stock, respectively all with an exercise price of $0.62 per share and a term of 3 years.

~~T-REX OIL~~Year Ended March 31, ~~INC.~~2016

~~CONSOLIDATED FINANCIAL~~Series ~~STATEMENTS~~A Preferred Stock

~~FOR~~In October 2015, Mr. VanderPloeg, a ~~THE~~director, ~~YEARS~~purchased ~~ENDED~~125,000 ~~MARCH~~Series 31A Shares and $3 Warrants exercisable for 125,000 ~~2016~~shares ~~AND~~in ~~2015~~exchange for $250,000.

52Convertible Promissory Notes

~~REPORT~~On January 14, 2016, in exchange for OF$100,000 ~~INDEPENDENT~~cash ~~REGISTERED~~we ~~PUBLIC~~issued ~~ACCOUNTING~~convertible ~~FIRM~~promissory notes in the amount of $50,000 each to Mr. Nicolaysen and Mr. Bennett. The convertible promissory notes have a term of 9 months and accrue interests at a rate of 5%. The notes are convertible into shares of our restricted common stock at a discount of 30% of the 5-day trading closing market.

~~To the~~Common ~~Board~~Stock ~~of Directors and Stockholders of T-Rex Oil, Inc.:~~

~~We have~~In ~~audited~~March ~~the~~2016, ~~accompanying~~two ~~balance sheets~~ of ~~T-Rex~~our ~~Oil~~directors, ~~Inc~~ Mr. ~~(“the~~VanderPloeg ~~Company”)~~and asMr. ~~of March 31~~Sears, ~~2016~~purchased ~~and~~shares ~~2015, and the related statement~~ of ~~operations,~~restricted ~~stockholders’~~common ~~equity~~stock ~~(deficit)~~from ~~and cash flow for~~ the ~~years~~Company, ~~ended~~300,000 ~~March~~and 3166,667 ~~2016~~shares, ~~and~~respectively, ~~2015.~~at ~~These financial statements are the responsibility of the Company’s management~~$0.75 ~~Our~~per ~~responsibility is to express an opinion on these financial statements based on our audit~~share.

~~We conducted~~Year ~~our~~Ended ~~audit~~March in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining31, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.2015

~~In our~~Shares opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T-Rex Oil, Inc., as of March 31, 2016 and 2015 and the results of its operations and its cash flows for ~~the years then ended, in conformity with generally accepted accounting principles in the United States of America.~~Services

~~The Company~~In isAugust ~~not~~2014, ~~required~~Mr. ~~to have~~Nicolaysen, ~~nor~~an ~~were~~officer and wedirector ~~engaged~~of ~~to perform~~Terex, anwas ~~audit~~issued 750,000 shares of ~~its~~the ~~internal~~common ~~control~~stock ~~over~~of ~~financial~~Terex ~~reporting.~~for ~~Our audit~~services ~~included~~with ~~consideration~~a value of ~~internal~~$750,000 ~~control~~that ~~over~~were ~~financial~~expensed. Such ~~reporting~~shares aswere aexchanged ~~basis~~ for ~~designing~~shares ~~audit~~of ~~procedures~~T-Rex ~~that~~as ~~are~~part ~~appropriate in~~of the ~~circumstances~~acquisition of Terex by T-Rex. In addition, ~~but~~Mr. ~~not~~Nicolaysen, ~~for~~a ~~the~~director and ~~purpose~~officer of ~~expressing~~T-Rex, anreturned ~~opinion~~to onT-Rex ~~the~~an ~~Company’s~~option ~~internal~~exercisable ~~control~~for ~~over~~7,142 ~~financial reporting.~~shares ~~Accordingly,~~of wecommon ~~express~~stock. noT-Rex cancelled such ~~opinion~~option.

~~The accompanying~~Warrants ~~financial~~and statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Options

BIn August 2014, T-Rex issued warrants Fin ~~Borgers~~the ~~CPA~~following PCamounts and terms to its then officers and directors as follows. All amounts have been adjusted for the October 2014 reverse split.

Denver, CO

Name	Number of Shares		Exercise Price		Term
Jeffrey Bennett		14,285	$	3.50		3 years
Mathijs van Houweninge		14,285	$	3.50		3 years
Al “Sid” Overton		14,285	$	3.50		3 years

~~August~~In April 2014, Mr. Gottlob was issued 9an option exercisable for 100,000 ~~2016~~shares of Terex’s common stock with an exercise price of $0.10 per share and a term of 3 years. The option is fully vested and had a value of $115 at the time of issuance that was expensed. As part of the acquisition of Terex by T-Rex, this option has been exchanged for an option exercisable for 100,000 shares of T-Rex.

53Director Independence

~~T-Rex~~Our board of directors undertook its ~~Oil~~annual review of the independence of the directors and considered whether any director had a material relationship with us or our management that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, ~~Inc~~the board of directors affirmatively determined that Mr. Bennett was “independent” as such term is used under the rules and ~~Subsidiaries~~regulations of the Securities

~~Consolidated Balance Sheets~~46

	March 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	428,204		$	636,542
Accounts receivable, trade		132,391			35,660
Loan to affiliate		-			50,000
Prepaids		50,370			46,938
Total current assets		610,965			769,140
Property and equipment
Oil and gas properties, successful efforts method of accounting
Proved		11,368,626			10,003,625
Unproved		4,745,917			8,087,991
Other		404,514			396,355
Total property and equipment		16,519,057			18,487,971
Less accumulated depreciation, depletion, amortization and valuation allowance		14,621,873			3,000,940
Net property and equipment		1,897,184			15,487,031
Other assets
Deposits and other assets		275,658			294,715
Total other assets		275,658			294,715
Total assets	$	2,783,807		$	16,550,886
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	758,832		$	660,901
Asset retirement obligations, current		176,587			163,389
Notes payable		783,210			1,934,953
Total current liabilities		1,718,629			2,759,243
Long-term liabilities
Asset retirement obligations, net of current		1,020,556			295,905
Total liabilities		2,739,185			3,055,148
Commitments and Contingencies		-			-
STOCKHOLDERS’ EQUITY
Preferred shares, $0.001 par value, 50,000,000 shares authorized;409,019 and 0 shares issued and outstanding at March 31 2016 and 2015, respectively		409			-
Common shares, $0.001 par value, 275,000,000 shares authorized;15,480,882 and 15,295,025 shares issued and outstanding at March 31, 2016 and 2015, respectively		15,481			15,295
Additional paid in capital		26,785,705			24,537,415
Accumulated deficit		(26,756,973	)		(11,056,972	)
Stockholders’ equity		44,622			13,495,738
Total liabilities and stockholders’ equity	$	2,783,807		$	16,550,886

Table of Contents

~~The accompanying~~and ~~notes~~Exchange ~~are~~Commission. anMessrs. ~~integral~~Walford, Nicolaysen ~~part~~and Gottlob, as officers of ~~these~~the ~~financial~~Company, ~~statements~~are not considered to be “independent.”

54ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~T-Rex Oil, Inc~~GENERAL. ~~and Subsidiaries~~

~~Consolidated~~BF Borgers CPA PC (“Borgers”) ~~Statements~~is the Company’s principal auditing accountant firm. The Company’s board of ~~Operations~~directors has determined that the provision of audit services is compatible with maintaining their independence.

	Year Ended March 31,
	2016			2015
Revenues
Oil and gas sales	$	547,000		$	-
Total revenues		547,000			-
Operating expenses:
Lease operating expense		499,120			30,089
Production taxes		40,553			-
General and administrative expense		2,208,359			1,744,263
Asset impairment		11,573,243			7,814,365
Exploration expense		4,705			1,444,742
Depreciation, depletion, amortization and accretion		3,411,348			10,143
Total operating expenses		17,737,328			11,043,602
Loss from operations		17,190,328			11,043,602
Other income (expense)
Interest expense		(87,665	)		-
Gain on settlement of claims		1,531,048			-
Gain on disposal of assets		44,100			-
Interest income		2,844			61
Total other income		1,490,327			61
Loss before income taxes		(15,700,001	)		(11,043,541	)
Income taxes		-			-
Net loss		(15,700,001	)		(11,043,541	)
Deemed dividend for beneficial conversion feature of preferred stock		(67,830	)		-
Net loss attributable to common shareholders		(15,767,831	)		(11,043,541	)
Net loss per common share
Basic and diluted	$	(1.00	)	$	(3.78	)
Weighted average number of common shares		15,656,201			2,922,235

The following table represents aggregate fees billed to the Company for the years ended March 31, 2017 and 2016.

The accompanying notes are an integral part of these financial statements.

	Year Ended March 31,
	2017		2016
Audit Fees	$	89,380	$	146,560

Audit-related Fees	$	0	$	0

Tax Fees	$	0	$	3,240

All Other Fees	$	0	$	0

Total Fees	$	89,380	$	149,800

55All audit work was performed by the auditors’ full time employees.

TPre-~~Rex Oil,~~approval ~~Inc.~~Policies and ~~Subsidiaries~~Procedures

~~Consolidated~~The board of directors on an annual ~~Statement~~basis reviews audit and non-audit services performed by the independent auditor. All audit and non-audit services are preapproved by the board of ~~Changes~~directors, inwhich ~~Stockholders~~considers, among other things, the possible effect of the performance of such services on the auditors’ ~~Equity~~independence. The board of directors has considered the role of Borgers in providing services to us for the fiscal years ended March 31, 2017 and 2016 and has concluded that such services are compatible with their independence as our auditors. The board has considered the services rendered and fees billed to the date of this report by Borgers and are satisfied as to their services being rendered on a basis of independence.

	Preferred Shares				Common Shares						Additional						Total
	$0.001 Par Value				$0.001 Par Value						Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital			(Deficit)			Equity
BALANCES, March 31, 2014		-		-		342,465			342			178,673			(13,431	)		165,584
Shareholders’ cash contributions		-		-		-			-			2,195,700			-			2,195,700
Shareholder’s non-cash contribution of services		-		-		-			--			200,000			-			200,000
Shareholder’s non-cash contribution of property		-		-		-			-			50,000			-			50,000
Shareholder’s non-cash contribution of services, related party		-		-		-			-			750,000			-			-750,000
Issuance of warrants for property		-		-		-			-			374,975			-			374,975
Issuance of warrants for property,related party		-		-		-			-			228,000			-			228,000
Equity based compensation		-		-		-			-			19,707			-			19,707
Fair value of T-Rex Oil Inc. net assets at exchange date		-		-		-			-			1,095,876			-			-1,095,876
Recapitalization of shares		-		-		7,467,392			7,468			(7,468	)		-			-
Sale of shares for cash at $2.50 per share		-		-		20,000			20			49,980			-			-50,000
Issuance of shares to acquire
Western Interior Oil and Gas,Corporation		-		-		7,465,168			7,465			19,401,972						19,409,437
Net loss for the period		-		-		-			-			-			(11,043,541	)		(11,043,541	)
BALANCES, April 1, 2015		-	$	-		15,295,025		$	15,295		$	24,537,415		$	(11,056,972	)	$	13,495,738
Sale of shares for cash at $0.75 per share		-		-		680,536			680			508,453			-			509,133
Sale of shares for cash at $2.15 per share		-		-		664,050			664			1,344,336			-			1,345,000
Sale of shares for cash at $2.50 per share		-		-		11,000			11			27,489			-			27,500
Sale of shares for cash from $1.51 to $1.91 per share		396,519		397		-			-			657,591			-			657,988
Sale of warrants for cash from $0.09 to $0.49 per warrant		-		-		-			-			135,049			-			135,049
Shareholder cash contribution		-		-		-			-			1,000,000			-			1,000,000
Issuance of shares for debt		12,500		12		8,000			8			44,980			-			45,000
Cancellation of shares for settlement of claims		-		-		(1,177,729	)		(1,177	)		(1,529,870	)		-			(1,531,047	)
Equity based compensation		-		-		-			-			60,262			-			60,262
Beneficial conversion feature of preferred stock												67,830			-			67,830
Deemed dividend for preferred stock’s beneficial conversion feature		-		-		-			-			(67,830	)		-			(67,830	)
Net loss for the period		-		-		-			-			-			(15,700,001	)		(15,700,001	)
BALANCES, March 31, 2016		409,019	$	409		15,480,882		$	15,481		$	26,785,705		$	(26,756,973	)	$	44,622

~~The accompanying~~Table ~~notes are an integral part~~ of ~~these financial statements.~~Contents

56PART IV

~~T-Rex Oil,~~ITEM ~~Inc~~15. ~~and~~EXHIBITS, ~~Subsidiaries~~FINANCIAL STATEMENT SCHEDULES

~~Consolidated~~The following is a complete list of ~~Statements~~exhibits filed as part of ~~Cash~~this ~~Flows~~Form 10K. Exhibit numbers correspond to the numbers in the Exhibit table of Item 601 of Regulation S-K.

	Year Ended March 31,
Number	Description
	2016			2015
3.1	Amended and Restated Articles of Incorporation of Rancher Energy Corp		(1)
OPERATING ACTIVITIES
3.2	Certificate of Correction		(2)
Net loss attributable to common stockholders	$	(15,700,001	)	$	(11,043,541	)
3.3	Amended and Restated Bylaws of Rancher Energy Corp		(8)
Adjustments to reconcile net loss to net cash flows used in operating activities:
3.4	Articles of Merger, by and between Rancher Energy Corp and T-Rex Oil, Inc.		(7)
Depreciation, depletion, amortization and accretion		3,411,348			10,143
3.5	Statement of Merger		(7)
Dry Hole Expense		-			1,360,119
3.6	Articles of Incorporation of T-Rex Oil, Inc.		(7)
Impairment of asset		11,573,243			7,814,365
3.7	Articles of Incorporation of Terex Energy Corporation		(10)
Gain on disposal of assets		(44,100	)		-
3.8	Amendment to the Articles of Incorporation of Terex Energy Corporation, dated February 2014		(10)
Gain on settlement of claims		(1,531,048	)		-
3.9	Articles of Incorporation of Western Interior Oil & Gas Corporation		(10)
Equity based compensation		60,262			969,707
3.10	Amendment to the Articles of Incorporation of Western Interior Oil & Gas Corporation, dated April 2007		(10)
Changes in:
3.11	Amendment to the Articles of Incorporation of Western Interior Oil & Gas Corporation, dated May 2007		(11)
Accounts receivable, trade		(96,731	)		387
3.12	Articles of Amendment of T-Rex Oil – Certificate of Designation of Series A Convertible Preferred Stock		(11)
Prepaids		(3,431	)		15,495
3.13	Articles of Organization of T-Rex Oil LLC #3		(12)
Accounts payable and accrued liabilities		168,728			(11,626	)
3.14	Articles of Incorporation of JK Minerals, Inc.		(12)
Net cash (used in) operating activities		(2,161,730	)		(884,951	)
3.15	By-Laws of JK Minerals, Inc.		(12)
INVESTING ACTIVITIES
4.1	Form of Non-Qualified Stock Option Agreement		(3)
Additions to oil and gas properties		(1,439,527	)		(1,817,527	)
4.2	2014 T-Rex Oil, Inc. Stock Option and Award Plan		(10)
Additions to non oil and gas properties		(17,817	)		(42,510	)
4.3	Form of $3 Warrant		(12)
Loans to affiliates, net of repayments		50,000			(50,000	)
4.4	Form of Convertible Promissory Note		(12)
Acquisition of T-Rex Oil Inc., cash acquired		-			966,027
10.1	Participation Agreement between Rancher Energy Corp. and PetroShare Corp. dated September 30, 2013		(4)
Acquisition of Western Interior Oil and Gas
10.2	Settlement Agreement and Mutual Release between Rancher Energy Corp. and PetroShare Corp. dated as of May 5, 2014		(5)
Corporation, cash acquired		-			103,771
10.3	Securities Purchase Agreement by and between Rancher Energy Corp. and Terex Energy Corporation as of August 19, 2014		(6)
Proceeds from sale of mineral interest		30,000			-
10.4	Share Exchange Agreement between T-Rex Oil, Inc. and Western Interior Oil & Gas Corp & Its Shareholders dated February 25, 2015		(9)
Additions to other assets		39,094			(11,586	)
10.5	Share Exchange Agreement between T-Rex Oil, Inc. and Terex Energy Corporation as of December 22, 2014		(10)
Net cash (used in) investing activities		(1,338,250	)		(851,825	)
10.6	Operating Agreement of T-Rex Oil LLC #3		(12)
FINANCING ACTIVITIES
31.1	Certification of Chief Executive Officer & Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act		Filed Herewith
Shareholders’ cash contributions		-			2,195,700
31.2	Certification of Chief Financial Officer & Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act		Filed Herewith
Sale of shares and warrants		2,674,670			-
32.1	Certification of Chief Executive Officer & Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act		Filed Herewith
Shareholder cash contribution		1,000,000			-
32.2	Certification of Chief Financial Officer & Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act		Filed Herewith
Proceeds from notes payable, net of repayments		-			11,903
101.INS	XBRL Instance Document		Filed Herewith(13)
Repayment of notes payable		(383,028	)		-
101.SCH	XBRL Taxonomy Extension Schema Document		Filed Herewith(13)
Net cash provided by financing activities		3,291,642			2,207,603
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document		Filed Herewith(13)
NET CHANGE IN CASH		(208,338	)		470,827
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		Filed Herewith(13)
CASH, Beginning		636,542			165,715
101.LAB	XBRL Taxonomy Extension Label Linkbase Document		Filed Herewith(13)
CASH, Ending	$	428,204		$	636,542
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document		Filed Herewith(13)
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Issuance of shares for property	$	-		$	95,740
Issuance of shares for debt	$	45,000		$	-
Transfer of property for debt	$	393,795		$	-
Beneficial conversion on feature of preferred stock	$	67,830		$	-
Deemed dividend for beneficial conversion feature of preferred stock	$	(67,830	)	$	-
Interest paid	$	74,883		$	-
Income taxes paid	$	-		$	-

~~The accompanying notes are an integral part of these financial statements.~~48

57Table of Contents

~~T-REX~~(1)Incorporated by reference from the ~~OIL,~~exhibits ~~INC.~~included ~~AND~~in ~~SUBISIDIARIES~~the Company’s Current Report on Form 8-K dated April 3, 2007.

~~Notes~~(2)Incorporated by reference from the Toexhibits ~~The~~included ~~Consolidated~~in ~~Financial~~the ~~Statements~~Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2007.

~~March~~(3)Incorporated by reference from the ~~31,~~exhibits ~~2016~~included ~~And~~in ~~2015~~the Company’s Current Report on Form 8-K dated December 3, 2013.

~~Note~~(4)Incorporated by reference from the 1exhibits –included ~~Organization~~in ~~and~~the ~~History~~Company’s Current Report on Form 8-K dated October 9, 2013.

~~T-Rex Oil, Inc.~~ (~~the “Company”~~5)Incorporated ~~was~~by ~~incorporated~~reference infrom ~~Colorado on September 2, 2014. Rancher Energy Corp was incorporated in Nevada on February 2, 2004. Effective October 20, 2014, T-Rex Oil, Inc. and Rancher Energy Corp were merged under~~ the ~~laws~~ ofexhibits ~~the~~included ~~State~~in ~~of Colorado and T-Rex Oil, Inc. became~~ the ~~surviving entity. Effective October 29, 2014, the~~ Company’s ~~authorized~~Current ~~50,000,000 shares~~Report ofon ~~preferred~~Form ~~stock~~8-K indated ~~addition~~May ~~to its common stock and completed a reverse split of its common stock~~6, ~~issued and outstanding, on a one (1) new share for three hundred fifty (350) old shares basis~~2014.

~~The Company~~(6)Incorporated isby ~~currently~~reference ~~engaged~~from in the exhibits ~~acquisition,~~included ~~exploration,~~in ~~and~~the ~~development~~Company’s ofCurrent ~~oil~~Report ~~and~~on ~~gas~~Form ~~prospects~~8-K indated ~~the~~August ~~Rocky~~21, ~~Mountain region of Wyoming~~2014.

~~On December 22, 2014, the Company acquired 100% of the issued and outstanding common stock of Terex Energy Corporation~~ (~~“Terex”~~7) ~~pursuant~~Incorporated toby ~~Exchange~~reference ~~Agreements~~from ~~with~~ the ~~shareholders of Terex. Terex was incorporated in the State of Colorado in February 2014~~ ~~and~~exhibits isincluded ~~headquartered~~ in ~~Broomfield, Colorado. Pursuant to~~ the ~~Exchange Agreements, the~~ Company issued 7,385,700 shares of its 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 has become a wholly-owned subsidiary of the Company. T-Rex Oil, Inc. was the legal acquirer and Terex was the legal acquiree. However, under accounting rules, since the Company is a public company, which had nominal activity, the acquisition was treated as a recapitalization of Terex. Therefore, Terex was the accounting acquirer in the transaction since Terex’s ~~shareholders~~Current ~~and~~Report ~~management~~on ~~gained~~Form ~~control of T~~8-~~Rex~~K ~~Oil,~~dated ~~Inc.~~October ~~and T-Rex Oil~~31, ~~Inc. was the accounting acquiree. On August 19,~~ 2014~~, prior to entering into the Exchange Agreements, Terex had purchased 371,004 shares from the Company~~. After such purchase, Terex owned approximately 52% of the issued and outstanding common stock of the Company. As part of the December 22, 2014 transaction, Terex surrendered its ownership of the 371,004 shares of T-Rex Oil, Inc. common stock and as a result such shares were canceled.

~~On February 24, 2015, the Company entered into a Share Exchange Agreement with Western Interior Oil & Gas Corporation, a Wyoming private oil and natural gas company~~ (~~“Western Interior”~~8)Incorporated ~~and~~by ~~the~~reference ~~shareholders~~from ~~of Western Interior. Under~~ the ~~Share~~ ~~Exchange~~exhibits ~~Agreement~~included in the Company’s ~~exchanged~~Current ~~7,465,168~~Report ~~shares of its restricted common stock for 170,878 shares of the issued and outstanding common stock of Western Interior thereby owning 83% of Western Interior. The acquisition was closed~~ on ~~March~~Form ~~27,~~8-K/A ~~2014 and~~dated ~~became~~October ~~effective March 31~~29, ~~2015~~2014. On March 31, 2015, the Company entered into an amendment to the Share Exchange Agreement whereby the Company assumed certain repurchase agreements between Schwaben Kapital GmbH, Western Interior and its dissident shareholders and as a result acquired the remaining 17% of Western Interior. As part of these agreements, the Company assumed certain promissory notes issued to the dissenting shareholders in the total amount of $1,770,047 that were secured by Western Interior assets. As a result, Western Interior became a wholly-owned subsidiary of the Company. See Note 2 – Summary of Significant Accounting Policies – Principles of Consolidation.

~~On January~~(9)Incorporated ~~15,~~by ~~2016,~~reference ~~T-Rex~~from ~~Oil LLC #3 entered into a Purchase and Sale Agreement with Blue Tip Energy Wyoming, Inc. and Cole Creek Recompletions LLC and acquired approximately 82% of~~ the ~~working interest in certain leases located in the state of Wyoming known~~ asexhibits ~~the~~included ~~Cole Creek properties~~ in ~~exchange for $1,200,000 in cash plus~~ the ~~assumption~~Company’s ofCurrent ~~liabilities~~Report inon ~~the~~Form ~~amount of $833,382 for a total purchase price of $2,033,382. On April 20, 2016, the T~~8-~~Rex~~K ~~Oil~~dated ~~LLC~~February ~~#3 entered into a Purchase and Sale Agreement with Black Hills Exploration & Production~~24, ~~Inc~~2015. and acquired the remaining approximately 18% working interest in the Cole Creek properties in exchange for $250,000 in cash plus the assumption of liabilities in the amount of $182,938 for a total purchase price of $432,938. These leases are proved developed and undeveloped leaseholds and include producing crude oil wells totaling approximately 13,328 gross acres. See Note 2 – Principles of Consolidation.

58(10)Incorporated by reference from the exhibits included in the Company’s Current Report on Form 10-K, dated July 16, 2015.

~~T-REX~~(11)Incorporated by reference from the ~~OIL,~~exhibits ~~INC.~~included ~~AND~~in ~~SUBISIDIARIES~~the Company’s Current Report on Form 8-K dated October 28, 2015.

~~Notes~~(12)Incorporated by reference from the Toexhibits ~~The~~included ~~Consolidated~~in ~~Financial~~the ~~Statements~~Company’s Registration Statement on Form S-1 dated March 22, 2016.

~~March~~(13)Pursuant to Rule 406T of Regulation 31S-T, ~~2016~~this ~~And~~interactive ~~2015~~data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

~~Note 2~~ITEM –16. ~~Summary~~FORM of10-K ~~Significant Accounting Policies~~ SUMMARY

~~Principles of~~Not ~~Consolidation~~Applicable.

The accompanying consolidated balance sheets at March 31, 2016 and 2015 and the consolidated statement of operations and cash flows for the year ended March 31, 2016 include the accounts of Terex Energy Corporation, T-Rex Oil, Inc., Western Interior Oil and Gas Corporation and T-Rex Oil LLC #3 and the consolidated statement of operations and cash flows for the year ended March 31, 2015 include the accounts of Terex Energy Corporation and the accounts of T-Rex Oil, Inc. for the period December 23, 2014 through March 31, 2015. All intercompany balances have been eliminated during consolidation.49

~~Use of~~Table ~~Estimates in the Preparation~~ of ~~Consolidated Financial Statements~~Contents

~~The preparation~~T-REX of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesOIL, ~~disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods~~INC. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, oil and natural gas reserves, income taxes and the valuation allowances related to deferred tax assets, asset retirement obligations and contingencies.

~~Cash and~~CONSOLIDATED ~~Cash~~FINANCIAL ~~Equivalents~~STATEMENTS

~~The Company~~FOR ~~considers~~THE ~~all~~YEARS ~~liquid~~ENDED ~~investments~~MARCH purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits and money market funds carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”)31, ~~although such deposits~~2017 ~~are~~AND ~~in excess of the insurance coverage. At March 31,~~ 2016~~, the Company had $111,641 of cash deposits in excess of FDIC insured limits.~~

~~Concentration of Credit Risk~~ 50

~~The Company’s~~Table ~~producing properties are primarily located in Wyoming and the oil and gas production is sold to various purchasers based on market index prices. The risk~~ of ~~non-payment by these purchasers is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of the primary purchasers.~~Contents

~~During~~Report ~~the~~of ~~years~~Independent ~~ended March 31, 2016 and~~Registered ~~2015,~~Public ~~one~~Accounting ~~purchaser accounted for 79% and 74.5% of total revenues, respectively.~~Firm

~~Accounts~~To the ~~Receivable~~shareholders and the board of directors of T-Rex Oil, Inc.

~~Accounts receivable are stated at their cost less any allowance for doubtful accounts.~~Opinion ~~The allowance for doubtful accounts is based~~ on the ~~management’s~~Financial 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, 2016 and 2015.Statements

We have audited the accompanying consolidated balance sheets of T-Rex Oil, Inc. as of March 31, 2017 and 2016, the related statements of operations, stockholders' equity (deficit), and ~~Gas~~cash ~~Producing~~flows ~~Activities~~for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2017 and 2016, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~The~~Basis ~~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 $11,368,626 and $10,003,625 at March 31, 2016 and 2015, respectively.Opinion

59These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~T-REX~~We ~~OIL,~~conducted ~~INC~~our audit in accordance with the standards of the PCAOB. ~~AND~~Those ~~SUBISIDIARIES~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

~~Notes~~Our Toaudit ~~The~~included ~~Consolidated~~performing ~~Financial~~procedures ~~Statements~~to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~March~~Substantial ~~31,~~Doubt ~~2016~~about ~~And~~the ~~2015~~Company’s Ability to Continue as a Going Concern

~~Unproved oil and gas properties are assessed~~The ~~annually~~accompanying tofinancial ~~determine~~statements ~~whether they~~ have been ~~impaired~~prepared byassuming ~~the~~that ~~drilling of dry holes on or near~~ the ~~related~~Company ~~acreage~~will orcontinue ~~other~~as ~~circumstances, which may indicate~~ a ~~decline~~going ~~in value~~concern. ~~When~~As ~~impairment~~discussed in ~~occurs,~~Note a3 ~~loss~~to ~~is recognized. When leases for unproved properties expire,~~ the ~~costs~~financial ~~thereof~~statements, ~~net~~the ofCompany ~~any~~has ~~related~~suffered ~~allowance~~recurring ~~for~~losses ~~impairment, is removed~~ from ~~the~~operations ~~accounts~~ and ~~charged~~has toa ~~expense.~~significant ~~During the~~accumulated ~~years~~deficit. ~~ended~~In ~~March 31~~addition, ~~2016~~the ~~and~~Company ~~2015,~~continues ~~there was impairment~~ to ~~unproved~~experience ~~properties~~negative incash ~~the~~flows ~~amount~~from ofoperations. ~~$3,384,758~~These ~~and~~factors ~~$0,~~raise ~~respectively~~substantial ~~and~~doubt ~~for~~about the ~~year~~Company's ~~ended~~ability ~~March~~to ~~31,~~continue ~~2016~~as ~~there was~~ a ~~write~~going ~~off~~concern. ofManagement's ~~expired~~plans ~~lease costs~~ in ~~the~~regard ~~amount~~to ofthese ~~$3,096,931.~~matters ~~The~~are ~~sale~~also ~~of a~~described ~~partial interest~~ in anNote ~~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~~3. AThe ~~gain~~financial onstatements ~~the~~do ~~sale~~not isinclude ~~recognized~~any toadjustments ~~the extent~~ that ~~the~~might ~~sales price~~result ~~exceeds~~from the ~~carrying~~outcome ~~amount~~ of ~~the~~this ~~unproved property~~uncertainty. ~~A gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,745,917 and $8,087,991 at March 31, 2016 and 2015, respectively.~~

~~Costs associated~~/S/ ~~with~~BF ~~development wells that are unevaluated or are waiting on access to transportation or processing facilities are~~Borgers ~~reclassified~~CPA 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, 2016 and 2015, no capitalized developmental costs were included in WIP.PC

~~Depreciation,~~BF ~~depletion~~Borgers ~~and~~CPA amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. For the years ended March 31, 2016 and 2015, the Company recorded depreciation, depletion and amortization expense on oil and gas properties in the amount of $3,327,337 and $0, respectively.PC

~~The Company~~We ~~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~~served ~~natural~~as ~~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's ~~will~~auditor ~~adjust~~since ~~the carrying amount of the oil and natural gas properties to fair value. For the years ended March 31, 2016 and 2015, there was impairment to proved properties of $5,091,554 and $0, respectively.~~2014

~~Other~~Lakewood, ~~Property and Equipment~~CO

~~Other~~December ~~property and equipment~~4, such as computer hardware and software, are recorded at cost. Costs of renewals and improvements that substantially extend the useful lives of the assets are capitalized. Maintenance and repair costs are expensed when incurred. When other property and equipment is sold or retired, the capitalized costs and related accumulated depreciation are removed from their respective accounts. Depreciation expense of other property and equipment for the years ended March 31, 2016 and 2015 was $42,591 and $10,143, respectively.2019

~~Asset Retirement Obligations~~51

~~The Company~~Table ~~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.Contents

60T-Rex Oil , Inc. and Subsidiaries

~~T-REX OIL,~~Consolidated ~~INC.~~Balance ~~AND SUBISIDIARIES~~Sheets

Notes To The Consolidated Financial Statements

	March 31,
	2017		2016
ASSETS
Current assets
Cash and cash equivalents	$	53,210	$	428,204
Accounts receivable, trade		83,595		132,391
Prepaids		205,637		50,370
Total current assets		342,442		610,965

Property and equipment
Oil and gas properties, successful efforts method of accounting
Proved		11,679,817		11,368,626
Unproved		4,758,798		4,745,917
Other		223,151		404,514
Total property and equipment		16,661,766		16,519,057
Less accumulated depreciation, depletion, amortization and valuation allowance		15,121,743		14,621,873
Net property and equipment		1,540,023		1,897,184

Other assets
Deposits and other assets		269,408		275,658
Total other assets		269,408		275,658
Total assets	$	2,151,873	$	2,783,807

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,564,540	$	758,832
Asset retirement obligations, current		183,731		176,587
Notes payable		1,181,212		783,210

Filing Compare · T-REX OIL, INC.