UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~June 3130, ~~2016~~ 2017

[ ] TRANSITION REPORT UNDER 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)

(720) 502-4483

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
---	---	---

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 Web site, if any, every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§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 [ ] No [ ]~~

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

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

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 to Section 7(a)(2)(B) of the Securities Act. [ ]

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

Yes

[ ]

[X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 14, 2017, T-Rex Oil, Inc. has 17,697,621 shares of $0.001 par value common stock outstanding.

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.

Yes [X] No [ ]

As of February 10, 2017, T-Rex Oil, Inc. has 17,305,825 shares of $0.001 par value common stock outstanding.

Table of Contents

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	32
	Consolidated Balance Sheet – December 31, 2016 (Unaudited) and Balance Sheet – March 31, 2016 (Audited)	3
	Consolidated Balance Sheet – June 30, 2017 (Unaudited) and Balance Sheet – March 31, 2017 (Audited)	3
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended December 31, 2016 and 2015	4
	Consolidated Statements of Operations (Unaudited) for the Three Months Ended June 30, 2017 and 2016	4
	Consolidated Statement of Cash Flows (Unaudited) for the Nine Months Ended December 31, 2016 and 2015	5
	Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended June 30, 2017 and 2016	5
	Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Nine Months Ended December 31, 2016	6
	Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Three Months Ended June 30, 2017	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2522
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3125
Item 4.	Controls and Procedures	3125
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3226
Item 1A.	Risk Factors	3226
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3226
Item 3.	Defaults Upon Senior Securities	3326
Item 4.	Mine Safety Disclosures	3326
Item 5.	Other Information	3326
Item 6.	Exhibits	3427
SIGNATURES		3528

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~T-Rex Oil, Inc. and Subsidiaries~~2

~~Consolidated Balance~~Table ~~Sheets~~of Contents

	December 31, 2016			March 31, 2016
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	130,051		$	428,204
Accounts receivable, trade		175,522			132,391
Prepaids		100,168			50,370
Total current assets		405,741			610,965
Property and equipment
Oil and gas properties, successful efforts method of accounting
Proved		11,754,817			11,368,626
Unproved		4,761,535			4,745,917
Other		404,514			404,514
Total property and equipment		16,920,866			16,519,057
Less accumulated depreciation, depletion, amortization and valuation allowance		14,722,114			14,621,873
Net property and equipment		2,198,752			1,897,184
Other assets
Deposits and other assets		569,797			275,658
Total other assets		569,797			275,658
Total assets	$	3,174,290		$	2,783,807
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,450,389		$	758,832
Asset retirement obligations, current		176,587			176,587
Notes payable		1,171,401			783,210
Total current liabilities		2,798,377			1,718,629
Long-term liabilities
Asset retirement obligations, net of current		1,218,298			1,020,556
Total liabilities		4,016,675			2,739,185
Commitments and Contingencies		-			-
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred shares, $0.001 par value, 50,000,000 shares authorized; 0 and 409,019 shares issued and outstanding at December 31, 2016 and March 31, 2016, respectively		-			409
Common shares, $0.001 par value, 275,000,000 shares authorized; 17,305,825 and 15,480,882 shares issued and outstanding at December 31, 2016 and March 31, 2016, respectively		17,306			15,481
Additional paid in capital		29,017,385			26,785,705
Accumulated deficit		(29,877,076	)		(26,756,973	)
Stockholders' (deficit) equity		(842,385	)		44,622
Total liabilities and stockholders' (deficit) equity	$	3,174,290		$	2,783,807

T-Rex Oil, Inc. and Subsidiaries

~~The accompanying~~Consolidated ~~notes~~Balance ~~are an integral part of these financial statements.~~Sheets

	June 30,			March 31,
	2017			2017
ASSETS
Current assets
Cash and cash equivalents	$	69,662		$	53,210
Accounts receivable, trade		66,841			83,595
Prepaids		131,512			205,637
Total current assets		268,015			342,442

Property and equipment
Oil and gas properties, successful efforts method of accounting
Proved		11,679,817			11,679,817
Unproved		4,758,798			4,758,798
Other		223,151			223,151
Total property and equipment		16,661,766			16,661,766
Less accumulated depreciation, depletion, amortization and valuation allowance		15,151,241			15,121,743
Net property and equipment		1,510,525			1,540,023

Other assets
Deposits and other assets		269,426			269,408
Total other assets		269,426			269,408
Total assets	$	2,047,966		$	2,151,873

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	1,709,775		$	1,564,540
Asset retirement obligations, current		204,444			183,731
Notes payable		1,181,212			1,181,212
Total current liabilities		3,095,431			2,929,483

Long-term liabilities
Asset retirement obligations, net of current		1,236,075			1,236,516
Total liabilities		4,331,506			4,165,999

Commitments and Contingencies		—			—

STOCKHOLDERS' EQUITY
Preferred shares, $0.001 par value, 50,000,000 shares authorized;
No shares issued and outstanding at June 30, 2017
and March 31 2016, respectively		—			—
Common shares, $0.001 par value, 275,000,000 shares authorized;
17,697,621 and 17,697,721 shares issued and outstanding at
June 30, 2017 and March 31, 2017, respectively		17,698			17,698
Additional paid in capital		29,063,457			28,974,425
Accumulated deficit		(31,364,695	)		(31,006,249	)
Stockholders' equity		(2,283,540	)		(2,014,126	)

Total liabilities and stockholders' equity	$	2,047,966		$	2,151,873

~~T-Rex~~The accompanying notes are an integral ~~Oil,~~part ~~Inc.~~of ~~and~~these ~~Subsidiaries~~financial statements.

~~Consolidated Statements of Operations~~3

~~(Unaudited)~~Table of Contents

	For the Three Months Ended December 31,						For the Nine Months Ended December 31,
	2016			2015			2016			2015
Revenues
Oil and gas sales	$	300,015		$	102,612		$	1,020,403		$	390,705
Total revenues		300,015			102,612			1,020,403			390,705
Operating expenses:
Lease operating expense		167,960			143,356			571,349			280,654
Production taxes		11,919			50,025			112,622			98,640
Forgiveness of debt		(24,502	)		-			(24,502	)		-
General and administrative expense		946,525			1,124,821			2,532,032			2,267,604
Asset impairment		-			-			425,000			-
Exploration expense		31,739			(18,842	)		148,954			(59,464	)
Depreciation, depletion, amortization and accretion		60,286			297,367			164,672			762,948
Total operating expenses		1,193,927			1,596,727			3,930,127			3,350,382
Loss from operations		(893,912	)		(1,494,115	)		(2,909,724	)		(2,959,677	)
Other income (expense)
Interest expense		(179,411	)		(10,364	)		(210,491	)		(79,739	)
Gain of disposition of asset		-			-			-			44,100
Interest income		19			74			112			211
Total other income (expense)		(179,392	)		(10,290	)		(210,379	)		(35,428	)
Loss before income taxes		(1,073,304	)		(1,504,405	)		(3,120,103	)		(2,995,105	)
Income taxes		-			-			-			-
Net loss		(1,073,304	)		(1,504,405	)		(3,120,103	)		(2,995,105	)
Deemed dividend for beneficial conversion feature of preferred stock		-			-			(56,988	)		-
Net loss attributable to common shareholders	$	(1,073,304	)	$	(1,504,405	)	$	(3,177,091	)	$	(2,995,105	)
Net loss per common share	$	(0.06	)	$	(0.09	)	$	(0.19	)	$	(0,19	)
Basic and diluted
Weighted average number of common shares		17,142,510			15,942,466			16,449,206			15,702,037

T-Rex Oil, Inc. and Subsidiaries

~~The accompanying~~Consolidated ~~notes~~Statements ~~are an integral part~~ of ~~these financial statements.~~Operations

	For the Three Months Ended June 30,
	2017			2016
Revenues
Oil and gas sales	$	175,268		$	320,011
Total revenues		175,268			320,011

Operating expenses:
Lease operating expense		88,731			153,375
Production taxes		21,081			42,343
General and administrative expense		339,112			742,181
Exploration expense		3,900			76,282
Depreciation, depletion, amortization and accretion		49,770			45,407
Total operating expenses		502,594			1,059,588

Loss from operations		327,326			739,577

Other income (expense)
Interest expense		(31,139	)		(13,665	)
Interest income		19			4,886

Total other income		(31,120	)		(8,779	)

Loss before income taxes		(358,446	)		(748,356	)

Income taxes		—			—

Net loss		(358,446	)		(748,356	)

Deemed dividend for beneficial conversion feature of
preferred stock		—			(37,805	)

Net loss attributable to common shareholders		(358,446	)		(786,161	)

Net loss per common share
Basic and diluted	$	(0.02	)	$	(0.05	)

Weighted average number
of common shares		17,697,621			15,671,374

~~T-Rex~~The accompanying notes are an integral ~~Oil,~~part ~~Inc.~~of ~~and~~these ~~Subsidiaries~~financial statements.

~~Consolidated Statements of Cash Flows~~4

~~(Unaudited)~~Table of Contents

	For the Nine Months Ended December 31,
	2016			2015
OPERATING ACTIVITIES
Net loss attributable to common stockholders	$	(3,120,103	)	$	(2,995,105	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation, depletion, amortization and accretion		164,672			762,948
Gain on disposition of asset		-			(44,100	)
Asset impairment		425,000			-
Issuance of shares and warrants for services		313,437			-
Issuance of shares with convertible promissory note		49,753			-
Equity based compensation		264,589			650,568
Gain on disposition of assets		(24,502	)
Changes in:
Accounts receivable, trade		(43,131	)		18,179
Prepaids		(661	)		11,658
Accounts payable and accrued liabilities		691,557			(69,627	)
Net cash (used in) operating activities		(1,279,389	)		(1,665,479	)
INVESTING ACTIVITIES
Additions to oil and gas properties		(268,498	)		(171,192	)
Additions to non oil and gas properties		-			(9,539	)
Loans to affiliates, net of repayments		-			22,000
Proceeds from sale of mineral interest		-			30,000
Additions to other assets		(37	)		39,188
Net cash (used in) investing activities		(268,535	)		(89,599	)
FINANCING ACTIVITIES
Sale of shares and exercise of options		659,277			1,922,500
Shareholder cash contribution		200,000			-
Repayment of notes payable		(35,506	)		(444,173	)
Proceeds from notes payable		426,000			-
Net cash provided by financing activities		1,249,771			1,478,327
NET CHANGE IN CASH		(298,153	)		(276,751	)
CASH, Beginning		428,204			636,542
CASH, Ending	$	130,051		$	359,791
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Issuance of shares for debt	$	2,000		$	20,000
Transfer of property for debt	$			$	393,795
Subscription receivable	$	-		$	53,038
Beneficial conversion on feature of preferred stock	$	56,988		$	-
Deemed dividend for beneficial conversion feature of preferred stock	$	(56,988	)	$	-
Beneficial conversion feature on convertible promissory note	$	(39,278	)	$	-
Issuance of Shares with convertible promissory note	$	49,752		$	-
Interest paid	$	65,114		$	71,170
Income taxes paid	$	-		$	-

T-Rex Oil, Inc. and Subsidiaries

~~The accompanying~~Consolidated ~~notes~~Statements ~~are an integral part~~ of ~~these~~Cash ~~financial statements.~~Flows

	For the Three Months Ended June 30,
	2017			2016
OPERATING ACTIVITIES
Net loss attributable to common stockholders	$	(358,446	)	$	(748,356	)
Adjustments to reconcile net loss to net cash
flows used in operating activities:
Depreciation, depletion, amortization and accretion		49,770			45,407
Equity based compensation		89,032			11,511
Changes in:
Accounts receivable, trade		16,754			(225,994	)
Prepaids		74,125			11,925
Accounts payable and accrued liabilities		145,235			242,569
Net cash (used in) operating activities		16,470			(662,938	)
INVESTING ACTIVITIES
Additions to oil and gas properties		—			(261,583	)
Additions to other assets		(18	)		(38	)
Net cash (used in) investing activities		(18	)		(261,621	)
FINANCING ACTIVITIES
Sale of shares and exercise of options		—			433,332
Shareholder cash contribution		—			200,000
Net cash provided by financing activities		—			633,332
NET CHANGE IN CASH		16,452			(291,227	)
CASH, Beginning		53,210			428,204
CASH, Ending	$	69,662		$	136,977
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Equity based compensation	$	—		$	207,200
Beneficial conversion on feature of preferred stock	$	—		$	37,805
Deemed dividend for beneficial conversion feature of
preferred stock	$	—		$	(37,805	)
Interest paid	$	—		$	74,883
Income taxes paid	$	—		$	—

~~T-Rex~~The accompanying notes are an integral ~~Oil,~~part ~~Inc.~~of ~~and~~these ~~Subsidiaries~~financial statements.

~~Consolidated Statement of Changes in Stockholders’ (Deficit) Equity~~5

~~(Unaudited)~~Table of Contents

	Preferred Shares						Common Shares				Additional						Total Stockholders’
	$0.001 Par Value						$0.001 Par Value				Paid-in			Accumulated			(Deficit)
	Shares			Amount			Shares		Amount		Capital			(Deficit)			Equity
BALANCES, April 1, 2016		409,019		$	409			15,480,882	$	15,481	$	26,785,705		$	(26,756,973	)	$	44,622
Sale of shares for cash at $0.75 per share		-			-			99,378		99		74,514			-			74,613
Sale of shares for cash at $1.50 per share		-			-			378,510		379		566,785			-			567,164
Shareholder cash contribution		-			-			-		-		200,000			-			200,000
Issuance of shares for property - exercise of options		-			-			425,000		425		424,575			-			425,000
Issuance of shares for services at $1.79 per share		-			-			50,000		50		89,450						89,500
Issuance of shares for exercise of options/warrants		-			-			225,000		225		19,275			-			19,500
Equity based compensation		-			-			-		-		207,200			-			207,200
Conversion of preferred shares for common shares		(409,019	)		(409	)		572,055		572		(163	)		-			-
Beneficial conversion feature of preferred stock												56,988			-			56,988
Deemed dividend for preferred stock’s
beneficial conversion feature		-			-			-		-		(56,988	)		-			(56,988	)
Issuance of common shares in connection with convertible note		-			-			75,000		75		49,677			-			49,752
Beneficial conversion feature of convertible note		-			-			-		-		39,278			-			39,278
Issuance of warrants for services		-			-			-		-		296,500			-			296,500
Equity compensation		-			-			-		-		264,589						264,589
Net loss for the period		-			-			-		-		-			(3,120,103	)		(3,120,103	)
BALANCES, December 31, 2016		-		$	-			17,305,825	$	17,306	$	29,017,385		$	(29,877,076	)	$	(842,385	)

T-Rex Oil, Inc. and Subsidiaries

~~The accompanying~~Consolidated ~~notes~~Statement ~~are an integral part~~ of ~~these~~Changes ~~financial~~in Stockholders’ ~~statements.~~Equity


	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, April 1, 2017		—	$	—		17,697,621	$	17,698	$	28,974,425	$	(31,006,249	)	$	(2,014,126	)
Equity based compensation		—		—		—		—		89,032		—			89,032
Net loss for the period		—		—		—		—		—		(358,446	)		(358,446	)
BALANCES, June 30, 2017		—	$	—		17,697,621	$	17,698	$	29,063,457	$	(31,364,695	)	$	(2,283,540	)

~~T-REX~~The accompanying notes are an integral ~~OIL,~~part ~~INC.~~of ~~AND~~these ~~SUBSIDIARIES~~financial statements.

~~Notes To The Consolidated Financial Statements~~6

~~December 31,~~Table ~~2016~~of Contents

~~(Unaudited)~~T-REX OIL, INC. AND SUBSIDIARIES

~~Note 1~~Notes –to ~~Organization~~The ~~and~~Consolidated ~~History~~Financial Statements

~~T-Rex Oil,~~June ~~Inc. (the “Company”) was incorporated in Colorado on September 2~~30, 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 of the State of Colorado and T-Rex Oil, Inc. became the surviving entity.2017

~~The Company is currently engaged in the acquisition, exploration, and development of oil and gas prospects in the Rocky Mountain region of Wyoming.~~(Unaudited)

~~Western Interior~~Note ~~Acquisition~~1 – Organization and History

~~On February~~T-Rex 24Oil, ~~2015,~~Inc. (the “Company”) was ~~entered~~incorporated ~~into~~in aColorado ~~Share~~on ~~Exchange~~September ~~Agreement with Western Interior Oil & Gas Corporation~~2, a2014. ~~Wyoming private~~Rancher ~~oil~~Energy ~~and~~Corp ~~natural~~was ~~gas~~incorporated ~~company~~in ~~(“Western~~Nevada ~~Interior”)~~on ~~and~~February ~~the~~2, ~~shareholders of Western Interior~~2004. ~~Under the Share~~Effective ~~Exchange~~October ~~Agreement~~20, ~~the~~2014, ~~Company~~T-Rex ~~exchanged 7~~Oil,~~465,168~~ ~~shares~~Inc. ofand ~~its~~Rancher ~~restricted~~Energy ~~common~~Corp ~~stock~~were ~~for~~merged ~~170,878~~under ~~shares of~~ the ~~issued~~laws ~~and outstanding common stock~~ of ~~Western~~the ~~Interior~~State ~~thereby owning 83%~~ of ~~Western~~Colorado ~~Interior.~~and ~~The~~T-Rex ~~acquisition was closed on March 27~~Oil, ~~2014~~Inc. ~~and~~ became ~~effective~~the ~~March~~surviving ~~31, 2015~~entity. OnEffective ~~March~~October 3129, ~~2015~~2014, the Company ~~entered~~authorized ~~into~~50,000,000 anshares ~~amendment~~of topreferred ~~the~~stock ~~Share~~in ~~Exchange Agreement~~addition ~~whereby~~to ~~the~~its ~~Company~~common ~~assumed~~stock ~~certain repurchase agreements between Schwaben Kapital GmbH, Western Interior~~ and ~~its~~completed ~~dissident shareholders and as~~ a ~~result~~reverse ~~acquired~~split ~~the remaining 17%~~ of ~~Western~~its ~~Interior.~~common ~~As part of these agreements~~stock, ~~the Company assumed certain promissory notes~~ issued toand ~~the~~outstanding, ~~dissenting~~on ~~shareholders~~a inone ~~the total amount of $~~(1~~,770,047~~) ~~that~~new ~~were~~share ~~secured~~for ~~by Western Interior assets. As~~three ahundred ~~result,~~fifty ~~Western~~(350) ~~Interior~~old ~~became~~shares ~~a wholly-owned subsidiary of the Company~~basis. ~~See Note 2 – Summary of Significant Accounting Policies – Principles of Consolidation.~~

~~Cole~~The Company has been engaged in the ~~Creek~~acquisition, exploration, and development of oil and gas prospects in the Rocky Mountain region of Wyoming.

~~On January 15, 2016, T-Rex 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 as the Cole Creek properties in exchange for $1,200,000 in cash plus the assumption of liabilities in the amount of $833,382 for a total purchase price of $2,033,382. On April 20, 2016, the T-Rex Oil LLC #3 entered into a Purchase and Sale Agreement with Black Hills Exploration & Production, Inc. 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.

~~Nexfuels~~On January 15, 2016, T-Rex Oil LLC #3 ~~Spin~~(“LLC ~~Off~~#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 as the Cole Creek properties in exchange for $1,200,000 in cash plus the assumption of liabilities in the amount of $833,382 for a total purchase price of $2,033,382. On April 20, 2016, the LLC #3 entered into a Purchase and Sale Agreement with Black Hills Exploration & Production, Inc. 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 $133,311 for a total purchase price of $383,311. 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.

~~On July 11, 2016,~~ Nexfuels, ~~Inc.~~Spin (“Nexfuels”), as a wholly-owned subsidiary of the Company in the State of Colorado. 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.Off

~~The~~On July 11, 2016, Nexfuels, Inc. was incorporated as a wholly-owned subsidiary of the Company’s ~~Board~~in the State of ~~Directors~~Colorado ~~determined~~(“Nexfuels”). ~~that~~Nexfuels was created to ~~focus~~develop ~~and~~the ~~better~~Company’s ~~implement~~Carbon ~~these~~Dioxide ~~strategies~~Recovery ~~necessary~~Project. toThe ~~financing~~Carbon ~~and~~Dioxide ~~build~~ Recovery Project (“the Project,”) is focused on the ~~Board~~development of ~~Directors~~exhaust ~~approved~~stack supplies of carbon dioxide for use in enhanced oil recovery. The project involves the ~~spin-off~~development, build out and operation of ~~Nexfuels~~a commercial scale carbon capture systems on existing coal fueled electric power plants in ~~July~~the 15United States, ~~2016~~specifically in Wyoming.

~~Shareholders of~~The ~~T-Rex,~~Company’s asBoard of ~~the~~Directors determined ~~Record~~that ~~Date~~to offocus ~~August~~and ~~19,~~better ~~2016,~~implement ~~will~~these ~~receive~~strategies ~~one~~necessary ~~share~~to offinancing ~~Nexfuels~~and ~~common~~build ~~stock~~the ~~for~~Project, ~~every~~the ~~two~~Board ~~shares (2)~~ of Directors ~~T-Rex~~approved ~~common~~the ~~stock~~spin-off ~~owned.~~of ~~The~~Nexfuels ~~stock~~on ~~dividend~~July ~~will be based upon 17~~15,~~097,622shares~~ ~~of T-Rex common stock that were issued and outstanding as of the Record Date~~2016.

~~As part~~Shareholders of T-Rex, as of the ~~spin-off~~Record Date of ~~Nexfuels~~August 19, ~~the~~2016, ~~Company’s~~received ~~Chief~~one ~~Executive~~share ~~Officer~~of ~~and~~Nexfuels ~~Chairman,~~common ~~Mr.~~stock ~~Donald~~for ~~Walford~~every ~~and~~two ashares ~~director~~(2) of T-Rex common stock owned. The stock dividend was based upon 17,097,622 shares of the Company’s ~~Mr.~~common ~~Sears~~stock that were ~~appointed~~issued toand ~~the~~outstanding ~~Board~~as of ~~Directors~~the Record ~~of Nexfuels~~Date.

7As part of the spin-off of Nexfuels, the Company’s Chief Executive Officer and Chairman, Mr. Donald Walford and a director of the Company Mr. Sears were appointed to the Board of Directors of Nexfuels.

~~T-REX OIL~~On August 19, ~~INC.~~2016, ~~AND~~the ~~SUBSIDIARIES~~Company assigned to Nexfuels the following:

Notes To The Consolidated Financial Statements

	1.	The idea, concept 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.

~~December 31, 2016~~7

~~(Unaudited)~~Table of Contents

~~On August~~3. 19The existing contract by and between Sargent Lundy LLC to perform the feasibility study. 4. Any and all other valid and subsisting contracts, ~~2016~~agreement, and instruments, rights or other interest that the Company ~~assigned~~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 ~~Nexfuels~~or are otherwise directly applicable to the ~~following:~~Project.

1.An ~~The~~analysis ~~idea,~~of ~~concept~~the ~~and~~properties ~~plan~~ assigned to ~~capture~~Nexfuels ~~and sell CO2 generated~~ by the ~~Dave~~Company ~~Johnston~~showed ~~power~~that ~~plant~~the ~~located~~Company in ~~Converse~~accordance ~~County,~~with ~~Wyoming~~its ~~and/or~~accounting ~~any~~policies ~~other~~had ~~power~~not ~~plants~~capitalized ~~owned~~any ~~by PacifiCorp. 2. The Memorandum~~ of ~~Understanding~~the ~~(“MOU”)~~direct or byindirect ~~and~~costs ~~between~~associated ~~T-Rex~~with ~~and PacifiCorp Energy~~ the ~~owner/operator~~MOUs, 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~~any ~~interest~~of ~~that~~ the ~~Company~~other ~~may~~interests ~~have~~ in the ~~Project~~project. 5.As ~~All valid and subsisting easements~~such, ~~permits,~~the ~~licenses,~~Company did ~~servitudes,~~not ~~rights~~recognize ofa ~~way~~gain ~~and other surface rights that directly relate to~~ or ~~are~~loss ~~otherwise~~in ~~directly~~connection ~~applicable~~with to the ~~Project~~Nexfuels spin-off.

~~An analysis~~Note of2 ~~the~~– ~~items~~Summary ~~assigned to Nexfuels by the Company showed that the Company in accordance with its accounting policies had not capitalized none~~ of ~~the direct or indirect costs associated with the MOUs, the feasibility study or any of the other interests~~Significant inAccounting ~~the~~Policies ~~project. As such, the Company did not recognize a gain or loss in connection with the Nexfuels spin-off.~~

~~Note 2~~Principles ~~– Summary~~ of ~~Significant Accounting Policies~~ Consolidation

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

The ~~accompanying~~ ~~consolidated~~Company ~~balance~~owns ~~sheets~~a at14.29% ~~December~~interest 31in T-Rex Oil, ~~2016~~LLC ~~and~~#3, ~~2015~~a Colorado limited liability company (LLC #3”) and the ~~consolidated~~remaining ~~statement~~85.71% ofeconomic ~~operations~~interest ~~and~~is ~~cash~~held ~~flows~~by a ~~for~~former director and shareholder of the ~~nine~~Company. ~~months~~The ~~ended~~Company ~~December~~has ~~31,~~identified ~~2016~~LLC ~~include~~#3 as a variable interest entity (VIE). The Company holds current rights that gives it the ~~accounts~~power to direct the activities of ~~Terex~~the ~~Energy~~VIE ~~Corporation,~~which ~~T-Rex~~most ~~Oil,~~significantly ~~Inc.,~~impact ~~Western~~the ~~Interior~~VIE’s ~~Oil~~economic ~~and~~performance ~~Gas~~including ~~Corporation~~provisions ~~and~~that ~~T-Rex~~give ~~Oil~~the Company the right to receive potentially significant benefits. As member manager of LLC #3, the Company continuously evaluates whether it has a controlling interest in LLC#3. ~~All~~Therefore, ~~intercompany~~the ~~balances~~Company ~~have~~has included ~~been~~LLC ~~eliminated~~#3 as a wholly owned subsidiary eliminating all intercompany balances during consolidation.

~~The Company~~Use ~~owns~~of aEstimates ~~14.29% equity interest~~ in ~~T-Rex Oil, LLC #3,~~ the ~~remaining 85.71% is held by a former director and shareholder~~Preparation of ~~the~~Consolidated ~~Company.~~Financial The Company has identified T-Rex Oil LLC #3 as a Variable Interest Entity (VIE). We hold current rights that gives us the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance convened with provisions that give us the right to receive potentially significant benefits. As a result, we consolidate the accounts of T-Rex Oil, LLC #3, eliminating all intercompany balances during consolidation.Statements

~~We continuously~~The ~~evaluate~~preparation ~~whether~~of weconsolidated ~~have~~financial statements ain ~~controlling~~conformity ~~financial~~with ~~interest~~generally accepted accounting principles in ~~T-Rex~~the ~~Oil~~United ~~LLC#3.~~States ~~Where~~requires wemanagement ~~are~~to amake ~~general~~estimates and ~~partner~~assumptions that affect the reported amounts of assets and liabilities, wedisclosure of contingent assets and liabilities at ~~consider~~the ~~substantive~~date ~~removal~~of ~~rights~~the ~~held~~consolidated byfinancial ~~other~~statements, ~~partners~~and inthe ~~determining~~reported ifamounts weof ~~hold~~revenues aand ~~controlling~~expenses ~~financial~~during ~~interest~~the reporting periods. Actual Weresults ~~reevaluate~~could differ from those estimates. Significant estimates include the fair value of assets and liabilities, oil and ~~whether~~natural wegas ~~have~~reserves, aincome ~~controlling~~taxes ~~financial~~and ~~interest~~the invaluation ~~these~~allowances ~~entities~~related ~~when~~to ~~our~~deferred ~~voting~~tax orassets, ~~substantive~~asset ~~participating~~retirement ~~rights~~obligations ~~change~~and contingencies.

~~Use of~~Cash ~~Estimates~~and inCash ~~the Preparation of Consolidated Financial Statements~~Equivalents

The ~~preparation~~ ofCompany ~~consolidated~~considers ~~financial~~all ~~statements~~liquid investments inpurchased ~~conformity~~ with ~~generally~~an ~~accepted~~initial ~~accounting~~maturity ~~principles~~of inthree ~~the~~months ~~United~~or ~~States requires~~less ~~management~~ to ~~make~~be ~~estimates~~cash ~~and~~equivalents. ~~assumptions~~Cash ~~that affect the reported amounts of assets~~ and ~~liabilities,~~cash ~~disclosure~~equivalents ofinclude ~~contingent~~demand ~~assets~~deposits and ~~liabilities~~money atmarket ~~the~~funds ~~date~~carried ofat ~~the~~cost ~~consolidated~~which ~~financial~~approximates ~~statements,~~fair ~~and the reported amounts of revenues and expenses during the reporting periods~~value. ~~Actual~~The ~~results~~Company ~~could~~maintains ~~differ~~its ~~from~~cash ~~those~~in ~~estimates.~~institutions insured ~~Significant~~by ~~estimates include~~ the ~~fair value~~Federal ofDeposit ~~assets~~Insurance ~~and~~Corporation ~~liabilities~~(“FDIC”), ~~oil~~although ~~and~~such ~~natural~~deposits ~~gas~~are ~~reserves,~~in ~~income~~excess ~~taxes~~of ~~and~~ the ~~valuation allowances related to deferred tax~~insurance ~~assets, asset retirement obligations and contingencies~~coverage.

8Concentration of Credit Risk

TThe Company’s 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-~~REX~~payment by these purchasers is considered minimal and the Company does not generally obtain collateral for sales. The ~~OIL,~~Company ~~INC~~continually monitors the credit standing of the primary purchasers. ~~AND~~During ~~SUBSIDIARIES~~the three months ended June 30, 2017 and 2016, two purchasers accounted for all of the total revenues.

~~Notes To~~Oil ~~The~~and ~~Consolidated~~Gas ~~Financial~~Producing ~~Statements~~Activities

~~December~~The Company uses the successful efforts 31method of accounting for oil and gas activities. Under this method, ~~2016~~the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases

~~(Unaudited)~~8

~~Cash and~~Table ~~Cash~~of ~~Equivalents~~Contents

~~The Company~~are ~~considers~~capitalized ~~all~~and ~~liquid~~amortized, ~~investments~~principally by ~~purchased~~field, ~~with~~on ana ~~initial~~units-of-production ~~maturity~~basis over the life of ~~three~~the ~~months~~remaining orproved ~~less~~reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to beexpense ~~cash~~as ~~equivalents~~incurred. ~~Cash~~Exploratory ~~and~~drilling ~~cash~~costs ~~equivalents~~are ~~include~~initially ~~demand~~capitalized, ~~deposits~~but charged to expense if and ~~money~~when ~~market~~the ~~funds~~well ~~carried~~is atdetermined ~~cost~~not ~~which~~to ~~approximates~~have ~~fair~~found ~~value~~reserves in commercial quantities. The ~~Company maintains~~sale ~~its~~of ~~cash~~a partial interest in ~~institutions~~a ~~insured~~proved byproperty ~~the~~is ~~Federal~~accounted ~~Deposit~~for ~~Insurance~~as ~~Corporation~~a ~~(“FDIC”)~~cost recovery, ~~although~~and ~~such~~no ~~deposits~~gain ~~are~~or inloss ~~excess~~is ofrecognized as long as this treatment does not significantly affect the ~~insurance~~units-of-production ~~coverage~~amortization rate. AtA ~~December~~gain or ~~31,~~loss ~~2016,~~is ~~the~~recognized ~~Company~~for ~~did~~all ~~not~~other ~~have~~sales ~~cash~~of ~~deposits~~producing inproperties. ~~excess~~There were capitalized costs of ~~FDIC~~$11,679,817 ~~insured~~and $10,281,659 ~~limits~~at June 30, 2017 and 2016, respectively.

~~Concentration~~Unproved oil and gas properties are assessed annually to determine whether they have been impaired by the drilling of ~~Credit~~dry ~~Risk~~holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the three months ended June 30, 2017 and 2016, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,758,798 and $4,754,620 at June 30, 2017 and 2016, respectively.

~~The Company’s~~Costs ~~producing~~associated ~~properties~~with development wells that are ~~primarily~~unevaluated ~~located~~or inare ~~Wyoming~~waiting ~~and~~on ~~the~~access ~~oil~~to ~~and~~transportation ~~gas~~or ~~production~~processing isfacilities ~~sold~~are toreclassified ~~various~~into ~~purchasers~~developmental wells-in-progress ~~based~~("WIP"). onThese ~~market~~costs ~~index~~are ~~prices.~~not ~~The~~put ~~risk~~into ofa ~~non-payment~~depletable byfield ~~these~~basis ~~purchasers~~until the wells are fully evaluated or access is ~~considered~~gained to ~~minimal~~transportation and processing facilities. Costs associated with WIP are included in the ~~Company~~cash ~~does~~flows ~~not~~from ~~generally~~investing as part of ~~obtain~~investment ~~collateral~~in ~~for~~oil ~~sales~~and gas properties. ~~The~~At ~~Company~~June ~~continually~~30, ~~monitors~~2017 ~~the~~and ~~credit~~2016, ~~standing~~no ofcapitalized ~~the~~developmental ~~primary~~costs ~~purchasers~~were included in WIP.

~~During~~Depreciation, depletion and amortization of proved oil and gas properties is calculated using the ~~nine~~units-of-production method based on proved reserves and estimated salvage values. For the three months ended ~~December~~June 3130, 2017 and 2016, wethe ~~sold~~Company ~~oil~~recorded ~~from~~depreciation, ~~our~~depletion ~~fields~~and toamortization ~~two~~expense on ~~different~~oil ~~purchasers,~~and ~~accounted~~gas ~~for~~properties ~~55.01%~~in the amount of ~~our sales~~$24,938 ~~while~~and ~~the~~$35,123, ~~other accounted for 44~~respectively.~~99%.~~

~~Accounts~~The Company reviews its proved ~~Receivable~~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 three months ended June 30, 2017 and 2016, there was no impairment to proved properties.

~~Accounts receivable~~Other ~~are~~Property ~~stated at their cost less any allowance for doubtful accounts. The allowance for doubtful accounts is based on the management’s assessment of the collectability of specific customer accounts~~ and the aging of the accounts receivable. If there is deterioration in a major customer’s creditworthiness or if actual defaults are higher than the historical experience, the management’s estimates of the recoverability of amounts due to the Company could be adversely affected. Based on the management’s assessment, there is no reserve recorded at December 31, 2016 and 2015.Equipment

~~Prepaid~~Other property and equipment, such as ~~Expenses~~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 three months ended June 30, 2017 and 2016 was $4,560 and $10,284, respectively.

~~Prepaid Expenses~~Asset ~~consisted~~Retirement ~~of the following, at December 31, 2016:~~Obligations

Deposits	$	57,501
Insurance		27,667
Retainers		15,000
	$	100,168

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

~~Oil~~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 ~~Gas~~federal ~~Producing~~and ~~Activities~~state regulatory requirements.

The Company uses the successful efforts method of accounting for oil and gas activities. Under this method, the costs of productive exploratory wells, all development wells, related asset retirement obligation assets, and productive leases are capitalized and amortized, principally by field, on a units-of-production basis over the life of the remaining proved reserves. Exploration costs, including personnel costs, geological and geophysical expenses, and delay rentals for oil and gas leases are charged to expense as incurred. Exploratory drilling costs are initially capitalized, but charged to expense if and when the well is determined not to have found reserves in commercial quantities. The sale of a partial interest in a proved property is accounted for as a cost recovery, and no gain or loss is recognized as long as this treatment does not significantly affect the units-of-production amortization rate. A gain or loss is recognized for all other sales of producing properties. There were capitalized costs of $11,754,817 and $11,368,626 at December 31, 2016 and March 31, 2016, respectively.9

~~Unproved oil~~Table ~~and gas properties are assessed annually to determine whether they have been impaired by the drilling~~ of dry holes on or near the related acreage or other circumstances, which may indicate a decline in value. When impairment occurs, a loss is recognized. When leases for unproved properties expire, the costs thereof, net of any related allowance for impairment, is removed from the accounts and charged to expense. During the nine months ended December 31, 2016 and 2015, there was no impairment to unproved properties. The sale of a partial interest in an unproved property is accounted for as a recovery of cost when substantial uncertainty exists as to the ultimate recovery of the cost applicable to the interest retained. A gain on the sale is recognized to the extent that the sales price exceeds the carrying amount of the unproved property. A gain or loss is recognized for all other sales of unproved properties. There were capitalized costs of $4,761,535 and $4,745,917 at December 31, 2016 and March 31, 2016, respectively.Contents

~~Costs associated~~The ~~with~~Company's ~~development~~liability ~~wells~~is ~~that~~discounted using ~~are~~management's ~~unevaluated~~best orestimate ~~are~~of ~~waiting~~its oncredit-adjusted, ~~access to transportation or processing facilities are reclassified into developmental wells~~risk-~~in-progress~~free ~~(“WIP”)~~rate. ~~These~~Revisions ~~costs~~to ~~are not put into a depletable field basis until~~ the ~~wells~~liability ~~are~~could ~~fully~~occur ~~evaluated~~due ~~or access is gained~~ to ~~transportation and processing facilities. Costs associated with WIP are included~~changes in ~~the~~estimated ~~cash~~abandonment ~~flows~~costs, ~~from~~changes ~~investing as part of investment~~ in ~~oil~~well ~~and~~economic ~~gas~~lives, ~~properties.~~or Atif ~~December~~federal ~~31,~~or ~~2016~~state ~~and~~regulators ~~March~~enact ~~31,~~new ~~2016,~~requirements noregarding ~~capitalized~~the ~~development~~abandonment ~~costs~~of ~~were included in WIP~~wells.

Depreciation, depletion and amortization of proved oil and gas properties is calculated using the units-of-production method based on proved reserves and estimated salvage values. For the nine months ended December 31, 2016 and 2015, the Company recorded depreciation, depletion and amortization expense on oil and gas properties in the amount of $142,551 and $709,844, respectively; $30,725 and $279,945 for the three months ended December 31, 2016 and 2015, respectively.

	For the Three Months Ended
	June 30,
	2017		2016
ARO - beginning of period	$	1,420,247	$	1,197,143
Additions		—		133,311
Deletions		—		—
Accretion expense		20,272		22,323
		1,440,519		1,352,777
Less current portion		204,444		176,587
ARO - end of period	$	1,236,075	$	1,176,190

9Impairment of Long-Lived Assets

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

~~Notes To~~Revenue ~~The Consolidated Financial Statements~~Recognition

~~December~~The Company recognizes oil revenues 31when production is sold to the purchaser, ~~2016~~delivery occurs and title is transferred and recognizes natural gas revenues when the title and risk of loss pass to the purchaser. The Company records its share of revenues based on its net revenue interest. The Company sells the majority of its products soon after production at various locations, including the wellhead.

~~(Unaudited)~~Other Comprehensive Loss

The Company ~~reviews~~has ~~its~~no ~~proved~~material ~~oil and natural gas properties for impairment whenever events and circumstances indicate that a decline~~components ~~in the recoverability~~ of ~~its~~other ~~carrying~~comprehensive ~~value~~loss ~~may~~and ~~have~~accordingly, ~~occurred. It estimates the undiscounted future~~ net ~~cash~~loss ~~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.~~equal ~~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~~comprehensive ~~value.~~loss ~~There was no impairment to prove properties~~ for the ~~nine months ended December 31, 2016 and 2015, respectively~~period.

~~During the~~Income nine months ended December 31, 2016, the Company instituted the first stages of its Recompletion Program, which has included geologic survey work, such seismic reinterpretations and environmental work. In December 31, 2016, the Company began it first recompletion work on an existing well bore. The Company has recognized an exploration expense of $ 148,954 and $(59,464) during the nine months ended December 31, 2016 and 2015, respectively as a result of these activities. Taxes

~~Other~~The Company uses the liability method ~~Property~~of accounting for income taxes under which deferred tax assets and ~~Equipment~~liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

~~Other property~~The ~~and~~Company's ~~equipment,~~deferred ~~such~~income astaxes include ~~computer~~certain ~~hardware~~future ~~and~~tax ~~software, are recorded at cost~~benefits. ~~Costs~~The ofCompany ~~renewals~~records ~~and~~a ~~improvements~~valuation ~~that substantially~~allowance ~~extend~~against ~~the~~any ~~useful~~portion ~~lives~~ of ~~the~~those ~~assets~~deferred ~~are~~income ~~capitalized.~~tax assets ~~Maintenance and repair costs are expensed~~ when ~~incurred. When~~it ~~other~~believes, ~~property~~based ~~and~~on ~~equipment~~the isweight ~~sold~~of oravailable ~~retired~~evidence, ~~the~~it ~~capitalized~~is ~~costs~~more ~~and~~likely ~~related~~than ~~accumulated~~not ~~depreciation~~that ~~are~~some ~~removed~~portion ~~from their~~or ~~respective~~all ~~accounts. Depreciation expense~~ of ~~other property and equipment for~~ the ~~nine months ended December 31, 2016 and~~ ~~2015~~deferred ~~was~~income ~~$29,282~~tax ~~and~~asset ~~$29,197,~~will ~~respectively~~not ~~($31,947~~be ~~and $9,404 for the three months ended December 31, 2016 and 2015, respectively)~~realized.

~~Asset~~The Company has adopted ASC guidance ~~Retirement~~regarding ~~Obligations~~accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2017 and 2016, there were no uncertain tax positions that required accrual.

The Company records estimated future asset retirement obligations (“ARO”) related to its oil and gas properties. The Company records the estimated fair value of a liability for ARO in the period in which it is incurred with a corresponding increase in the carrying amount of the related long-lived asset. The increased carrying value is depleted using the units-of-production method, and the discounted liability is increased through accretion over the remaining life of the respective oil and gas properties.10

~~The estimated~~Table 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.Contents

	For the Nine Months Ended
	December 31,
	2016		2015
ARO - beginning of period	$	1,197,143	$	459,294
Additions		133,311		-
Deletions		-		(15,190	)
Accretion expense		64,431		23,906
		1,394,885		468,010
Less current portion		176,587		173,878
ARO - end of period	$	1,218,298	$	294,132

Net Loss per Share

~~Impairment~~ Basic net loss per common share of ~~Long~~stock is calculated by dividing net loss available to common stockholders by the weighted-~~Lived~~average ~~Assets~~number of common shares outstanding during each period.

~~In accordance~~Diluted ~~with~~net ~~authoritative~~loss ~~guidance~~per oncommon ~~accounting~~share ~~for~~is calculated ~~the~~by ~~impairment~~dividing ornet ~~disposal~~loss ofby ~~long~~the weighted-~~lived~~average ~~assets,~~number ~~as set forth in Topic 360~~ of ~~the~~common ~~ASC~~shares outstanding, ~~the~~including ~~Company assesses~~ the ~~recoverability~~effect of ~~the~~other ~~carrying value of its non-oil and gas long-lived assets when events~~dilutive ~~occur that indicate an impairment in value may exist~~securities. AnThe ~~impairment~~Company’s ~~loss~~potentially isdilutive ~~indicated~~securities ifconsist ~~the sum~~ of in-the-money ~~expected~~outstanding ~~undiscounted future~~options ~~net~~and ~~cash~~warrants ~~flows~~to ~~is less than~~ purchase the ~~carrying~~Company’s ~~amount~~common ~~of the assets~~stock. IfDiluted ~~this~~net ~~occurs, an impairment~~ loss isper ~~recognized~~common ~~for~~share ~~the amount~~does bynot ~~which~~give ~~the~~effect ~~carrying~~to ~~amount~~dilutive ofsecurities ~~the~~as ~~assets~~their ~~exceeds~~effect would ~~the~~be ~~estimated fair value of the assets~~anti-dilutive.

10The treasury stock method is used to measure the dilutive impact of stock options and warrants. The following table details the weighted-average dilutive and anti-dilutive securities related to stock options and warrants for the periods presented:

T-REX OIL, INC. AND SUBSIDIARIES

	For the Three Months Ended
	June 30,
	2017		2016
Dilutive		—		—
Anti Dilutive		3,511,001		2,644,462

~~Notes To~~Equity ~~The~~Based ~~Consolidated Financial Statements~~Payments

~~December~~The Company recognizes compensation ~~31,~~cost ~~2016~~for equity based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period. See Note 9 – Equity Based Payments.

~~(Unaudited)~~Major Customers

~~Revenue~~During the three months ended June 30, ~~Recognition~~2017 and 2016, two purchasers accounted for all of the Company’s revenues.

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

~~Other~~Pursuant to ASC 470-20, when the $558,171 ~~Comprehensive~~of ~~Loss~~convertible Series A Shares of preferred stock were issued at a discount from the if-converted $682,989 fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares. The offsetting amount was amortizable over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares of preferred stock are convertible between July and December of 2016, a deemed dividend of $0 and $37,805 to the Series A Shares of preferred stock was recorded during the three months ended June 30, 2017 and 2016, respectively. As the Company is in an accumulated deficit position, the deemed dividends were charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend.

~~The Company~~Off-Balance ~~has~~Sheet ~~no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.~~Arrangements

~~Income~~As part of its ongoing business, the ~~Taxes~~Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. From its incorporation on February 11, 2014 through June 30, 2017, the Company has not been involved in any unconsolidated SPE transactions.

~~The Company~~Recent ~~uses~~Accounting the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.Pronouncements

~~The Company’s~~In ~~deferred~~February ~~income~~2016, ~~taxes~~the ~~include~~FASB ~~certain~~issued ~~future tax benefits~~ASU No. ~~The~~2016-02, ~~Company~~Leases ~~records~~(Topic a842). ~~valuation~~ASU ~~allowance~~2016-02 ~~against~~requires ~~any portion~~lessees ofto ~~those~~recognize ~~deferred~~all ~~income~~leases, ~~tax~~including ~~assets~~operating ~~when it believes~~leases, ~~based~~ on the balance ~~weight~~sheet ofas ~~available~~a ~~evidence,~~lease itasset ~~is more likely than not that some portion~~ or ~~all~~lease ofliability, unless the ~~deferred~~lease ~~income~~is ~~tax~~a ~~asset~~short-term ~~will not be realized~~lease. AsASU a2016-02 ~~result~~also ofrequires ~~this analysis, the deferred~~additional ~~tax~~disclosures ~~asset~~regarding inleasing ~~the~~arrangements. ~~amount~~ASU ~~of $4,944,484has been fully reserved at December 31,~~ 2016.-02 is

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At December 31, 2016, there were no uncertain tax positions that required accrual.11

~~Business Combination~~Table of Contents

~~The Company~~effective ~~accounts~~ for ~~acquisitions~~interim inperiods ~~accordance~~and ~~with~~fiscal years ~~guidance~~beginning ~~found~~after inDecember ~~ASC 805~~15, ~~Business Combinations. The guidance requires consideration given~~2018, ~~including~~and ~~contingent~~early ~~consideration,~~application ~~assets~~is ~~acquired~~permitted. ~~and~~The ~~liabilities~~Company ~~assumed~~is toin bethe ~~valued~~process atof ~~their~~determining ~~fair values at~~ the ~~date~~method of ~~acquisition.~~adoption ~~The~~and ~~guidance~~the ~~further~~impact ~~provides~~this ~~that~~guidance ~~acquisition costs~~ will ~~generally~~have beon ~~expenses~~its asfinancial ~~incurred~~condition, ~~and~~results ~~changes~~of inoperations ~~deferred tax asset valuations~~ and ~~income~~cash ~~tax uncertainties after the acquisition date generally will affect income tax expense~~flows.

~~ASC 805~~In ~~requires~~March ~~that~~2016, ~~any~~the ~~excess~~FASB ofissued ~~purchase~~ASU ~~price~~No. 2016-09, ~~over~~Compensation ~~the~~- ~~fair~~Stock ~~value~~Compensation of(Topic ~~assets~~718): ~~acquired,~~Improvements ~~including~~to ~~identifiable~~Employee ~~intangibles~~Share-Based ~~and liabilities~~Payment ~~assumed~~Accounting be(“ASU 2016-09”). ~~recognized~~ASU as2016-09 ~~goodwill~~simplifies ~~and~~several ~~any~~aspects ~~excess~~ of ~~fair~~the ~~value~~accounting offor ~~acquired~~share-based ~~net~~payment ~~assets~~transactions, including ~~identifiable~~the ~~intangible~~income ~~assets~~tax ~~over~~consequences, ~~the~~classification ~~acquisition~~of ~~consideration~~awards ~~results~~as ineither aequity ~~gain~~or ~~from~~liabilities, ~~bargain~~and ~~purchase.~~classification ~~Prior~~on tothe ~~recording~~statement aof ~~gain,~~cash ~~the~~flows. ASU ~~acquiring~~2016-09 ~~entity must~~is ~~reassess~~effective ~~whether~~for ~~ass~~the ~~acquired~~Company ~~assets~~beginning ~~and~~April ~~assumed~~1, ~~liabilities~~2017 ~~have~~and ~~been~~early ~~identified~~adoption ~~and~~is ~~recognized~~permitted. ~~and~~The ~~perform~~Company ~~re-measurements~~is currently evaluating tothe ~~verify~~effect that the ~~consideration~~adoption ~~paid,~~will ~~assets~~have ~~acquired~~on ~~and~~the ~~liabilities~~Company’s ~~assumed~~Consolidated ~~have~~Financial ~~been properly valued~~Statements.

11In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). ASU 2016-15 clarifies the classification of certain cash receipts and cash payments within the statement of cash flows to reduce diversity in practice. ASU 2016-15 is effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company is currently evaluating the effect that the adoption will have on the Company’s Consolidated Financial Statements.

~~T-REX~~There were other accounting standards ~~OIL~~and interpretations issued during the year ended March 31, ~~INC.~~2017, ~~AND~~none ~~SUBSIDIARIES~~of which are expected to have a material impact on the Company’s financial position, operations or cash flows.

~~Notes To~~Subsequent ~~The Consolidated Financial Statements~~Events

~~December~~The Company evaluates events and transactions ~~31,~~after ~~2016~~the balance sheet date but before the financial statements are issued.

~~(Unaudited)~~Note 3 – Going Concern and Managements’ Plan

~~Net~~The Company’s consolidated financial ~~Loss~~statements ~~per~~for ~~Share~~the three months ended June 30, 2017 and 2016 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $358,446 and $786,161 for the three months ended June 30, 2017 and 2016, respectively, and an accumulated deficit of $31,364,695 as of June 30, 2017. At June 30, 2017, the Company had a working capital deficit of $2,827,416.

~~Basic net~~The ~~loss~~future ~~per~~success ~~common share~~ of ~~stock~~the Company is dependent ~~calculated~~on byits ~~dividing~~ability ~~net~~to ~~loss~~attract ~~available~~additional capital and ultimately, upon its ability to ~~common~~develop ~~stockholders~~future byprofitable operations. There can be no assurance that the ~~weighted-average~~Company will be successful in obtaining such financing, or that it will attain positive cash ~~number~~flow offrom ~~common~~operations. ~~shares~~Management ~~outstanding~~believes ~~during~~that ~~each~~actions ~~period~~presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.

~~Diluted net~~Note ~~loss~~4 ~~per~~– ~~common~~Fair ~~share~~Value is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s potentially dilutive securities consist of in-the-money outstanding options and warrants to purchase the Company’s common stock. Diluted net loss per common share does not give effect to dilutive securities as their effect would be anti-dilutive.Measurements

The Company applies the authoritative ~~treasury~~guidance ~~stock~~applicable ~~method~~to isall ~~used~~financial assets and liabilities required to ~~measure~~be ~~the~~measured ~~dilutive~~and ~~impact~~reported ofon ~~stock~~a ~~options~~fair value basis, as well as to non-financial assets and ~~warrants.~~liabilities ~~The~~measured ~~following~~at ~~table~~fair ~~details~~value ~~the~~on ~~weighted~~a non-~~average~~recurring basis, including impairments of proved oil ~~dilutive~~and gas properties and ~~anti~~other long-~~dilutive~~lived ~~securities~~assets ~~related~~and AROs initially measured at fair value. The fair value of an asset or liability is the amount that would be received to ~~stock~~sell ~~options~~an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company maximizes the use of observable inputs and ~~warrants~~minimizes ~~for~~the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in valuing the ~~periods~~asset or ~~presented:~~liability based on market data obtained from sources independent of the Company. Unobservable input are inputs that reflect the Company’s assumptions of what market participants would use in valuing the asset or liability based on the information available in the circumstances.

	For the Nine months Ended
	December 31,
	2016		2015
Dilutive		-		-
Anti Dilutive		3,942,300		1,878,088

Financial and non-financial assets and liabilities are classified within the valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods

~~Equity Based Payments~~12

~~The Company~~Table ~~recognizes compensation cost for equity based awards based on estimated fair value~~ of ~~the award and records capitalized cost or compensation expense over the requisite service period. See Note 9 – Equity Based Payments.~~Contents

~~Major~~presented. The hierarchy is organized ~~Customers~~into three levels based on the reliability of the inputs as follows:

~~During the~~Level ~~nine~~1: ~~months~~Quoted prices ~~ended~~in ~~December~~active ~~31,~~markets ~~2016 and 2015, we sold oil from our fields to two different purchasers, Rocky Mountain Crude Oil accounted~~ for ~~55.01%~~identical ofassets ~~our~~or ~~purchasers,~~liabilities; ~~while Sinclair Oil accounted for 44.99%.~~or

~~Beneficial~~Level 2: Quoted prices in ~~Conversion~~active ~~Feature~~markets for similar assets and ~~Deemed~~liabilities ~~Dividend~~and ~~Related~~inputs, toquoted ~~Series~~prices Afor ~~Shares~~identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or

~~Pursuant to~~Level ~~ASC~~3: ~~470-20,~~Unobservable ~~when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if-converted~~pricing ~~$682,989~~inputs fair value as of the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in~~-capital~~ ~~for~~which ~~common~~there ~~shares.~~is Inlittle ~~July 2016, the Series A shares were converted into shares of the Company’s common stock. The offsetting amount was amortized to over the period from the issue date to the first conversion date~~ or 9no ~~months.~~market ~~As a result of the conversion~~data, ~~the~~which ~~Company~~requires ~~has amortized~~ the ~~full amount~~reporting ofentity ~~the~~to ~~deemed~~develop ~~dividend~~its ~~recognizing,~~own ~~$56,988 during the nine months ended December 31, 2016 and $69,829 during the year ended March 31, 2015~~assumptions. As the Company is in an accumulated deficit position, the deemed dividend of has been charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend.

~~Off-Balance~~There was no measure at fair value on ~~Sheet~~a ~~Arrangements~~non-recurring basis as of June 30, 2017 and 2016 and there was no impairment for the three months then ended.

~~As part~~The offollowing ~~its~~table ~~ongoing~~presents ~~business,~~ the Company ~~has not participated in transactions that generate relationships with unconsolidated~~’s ~~entities or~~ non-financial ~~partnerships,~~assets ~~such~~and asliabilities ~~entities~~that ~~often~~were ~~referred~~measured toat asfair ~~structured~~value ~~finance~~on ora ~~special purpose entities (SPEs), which would have been established for the purpose of facilitating off~~non-~~balance~~recurring ~~sheet~~basis ~~arrangements~~at orMarch ~~other contractually narrow or limited purposes. From its incorporation on February 11, 2014 through December~~ 31, ~~2016,~~2017 ~~the~~by ~~Company~~level ~~has not been involved~~within inthe ~~any~~fair ~~unconsolidated~~value ~~SPE transactions.~~hierarchy:

Description	Level 1		Level 2		Level 3		Total
Assets
Oil and gas properties	$	—	$	—	$	307,948	$	307,948
Investment in limited liability company	$	—	$	—	$	425,000	$	425,000

~~T-REX OIL~~Effective March 31, ~~INC~~2017, the Company’s oil and gas properties were tested under ASC 360 as to their recoverability to determine if impairment is required under the accounting guidance. ~~AND~~The ~~SUBSIDIARIES~~Company used Level 3 inputs to measure the fair value of the oil and gas properties. As such, there was an impairment of $307,948 to the oil and gas properties during the year ended March 31, 2017.

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

~~December 31,~~Note ~~2016~~5 – Significant Acquisitions

~~(Unaudited)~~Effective as of January 1, 2016, the Company acquired 82% of the working interest in certain leases located in the state of Wyoming known as the Cole Creek properties.

~~Recent~~The following table presents the allocation ~~Accounting~~of ~~Pronouncements~~the consideration given to the assets acquired and liabilities assumed, based on their fair values at January 1, 2016:

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This standard update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities, and as a result removes all incremental financial reporting requirements. This standard update also eliminates an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of the investment equity that is at risk. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2016, and interim reporting periods beginning after December 15, 2017. Entities are allowed to apply the guidance early for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued or made available for issuance. The Company adopted these standards and they did not have a material impact on the Company’s consolidated financial statements.13

~~In August~~Table ~~2014, the FASB issued Update No. 2014-15 - Presentation~~ of Financial Statements – Going Concern that requires management to evaluate whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the entity’s financial statements are issued, or within one year after the date that the entity’s financial statements are available to be issued, and to provide disclosures when certain criteria are met. This guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the provisions of this guidance and assessing its impact, but does not currently believe it will have a material effect on the Company’s consolidated financial statements or disclosures.Contents

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ASU 2015-17”). ASU 2015-17 is part of the FASB’s initiative to reduce the complexity in accounting standards. ASU 2015-17 requires entities to present deferred tax assets and deferred tax liabilities as non-current in a classified balance sheet. The amendments in this ASU simplify current guidance in ASC 740-10-45-4 that requires separate presentation of deferred tax assets and liabilities as current and non-current in a classified balance sheet based on the classification of the related asset or liability. ASU 2015-17 is effective for public companies for annual periods beginning after December 15, 2017 and interim periods beginning after December 15, 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company adopted this ASU as of March 31, 2016. The adoption of this ASU did not have a material impact on our consolidated balance sheets as of December 31, 2016 and 2015.

Consideration Given
Cash	$	1,200,000

Total purchase price	$	1,200,000

Allocation of Consideration Given
Oil and gas properties
Proved	$	2,033,382

Total assets		2,033,382

Current liabilities		111,522
Long-term liabilities		721,860

Total liabilities		833,382

Net assets acquired	$	1,200,000

~~In February~~Effective ~~2016,~~April ~~the FASB issued ASU No. 2016-02~~29, ~~Leases (Topic 842). ASU~~ 2016~~-02 requires lessees to recognize all leases~~, ~~including~~ ~~operating leases, on~~ the ~~balance sheet as a lease asset or lease liability, unless the lease is a short-term lease.~~Company ~~ASU~~acquired 2016-02 also requires additional disclosures regarding leasing arrangements. ASU 2016-02 is effective for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company is in the ~~process~~remaining of18% ~~determining the method~~ of ~~adoption and~~ the ~~impact~~leases ~~this~~known ~~guidance~~as ~~will~~Cole ~~have~~Creek ~~on its financial condition, results of operations and cash flows~~properties.

~~In March~~The ~~2016,~~following ~~the~~table ~~FASB~~presents ~~issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of~~ the ~~accounting for share-based payment~~allocation ~~transactions, including the income tax consequences, classification~~ of ~~awards as either equity or liabilities, and classification on~~ the ~~statement~~consideration ofgiven ~~cash~~to ~~flows. ASU 2016-09 is effective for~~ the ~~Company~~assets ~~beginning~~acquired ~~April 1, 2017~~ and ~~early adoption is permitted. The Company is currently evaluating~~ the ~~effect~~liabilities ~~that the adoption will have on the Company’s Consolidated Financial Statements.~~assumed:

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). ASU 2016-15 clarifies the classification of certain cash receipts and cash payments within the statement of cash flows to reduce diversity in practice. ASU 2016-15 is effective for the Company beginning January 1, 2018 and early adoption is permitted. The Company is currently evaluating the effect that the adoption will have on the Company’s Consolidated Financial Statements.

Consideration Given
Cash	$	250,000

Total purchase price	$	250,000

Allocation of Consideration Given
Oil and gas properties
Proved	$	383,311

Total assets		383,311

Current liabilities		—
Long-term liabilities		133,311

Total liabilities		133,311

Net assets acquired	$	250,000

13Note 6 – Nexfuels Warrant

~~T-REX~~On October 15, 2016, Nexfuels issued ~~OIL~~a warrant to the Company exercisable for 1,056,000 ~~INC~~shares of Nexfuels shares of common stock in return for the Company performing staff services and office space over a six-month period (“Nexfuels Warrant”). ~~AND~~The ~~SUBSIDIARIES~~Nexfuels Warrant has an exercise price of $1.25 per share. The Nexfuels Warrant is both assignable and transferable. The Company valued the warrant at $45,000 or $7,500 per month.

~~Notes~~In November 2016, the Company assigned Topart of the warrant to acquire 50,000 shares of Nexfuels shares of common stock to a third party as part of the issuance of a convertible promissory note in the amount of $300,000. The ~~Consolidated~~Nexfules ~~Financial~~warrant ~~Statements~~expired on February 15, 2017.

~~December 31, 2016~~14

~~(Unaudited)~~Table of Contents

~~There were~~Note ~~other~~7 ~~accounting~~– standards and interpretations issued during the nine months ended December 31, 2016 none of which are expected to have a material impact on the Company’s financial position, operations or cash flows.Debt

~~Subsequent Events~~Promissory Notes

On February 28, 2017, the Company borrowed $55,000 from the former operator of its Cole Creek properties in exchange for a promissory note including interest at the rate of 8% per annum with accrued and unpaid interest due at August 31, 2017. The proceeds from the loan were used to acquire a bond from the State of Wyoming for purposes of the Company ~~evaluates~~to ~~events~~continue ~~and~~to ~~transactions~~operate ~~after~~the Cole Creek properties. At June 30, 2017, the ~~balance~~Company ~~sheet~~owes ~~date~~$55,000 ~~but~~on ~~before~~the promissory note plus accrued interest of $1,471. On November 1, 2018, the ~~financial~~Company ~~statements~~paid ~~are~~the ~~issued~~note holder $58,000 in complete satisfaction of the debt.

~~Note~~ On November 3, –2016, ~~Going~~the ~~Concern~~Company borrowed $300,000 in exchange for a convertible promissory note at the rate of 12% per annum with accrued and ~~Managements~~unpaid interest and principal due January 31, 2017. The due date of the promissory note was extended to May 1, 2017. The promissory note is convertible into shares of the Company’s ~~Plan~~common stock at $0.80 per share. In addition, the Company issued the holder of the promissory note 75,000 shares of the Company’s common stock valued at $49,752 and a warrant to acquire 50,000 shares of Nexfuels shares of common stock. At June 30, 2017, the Company owes $300,000 on the promissory note plus accrued interest of $23,573. On November 1, 2018, the Company paid the note holder $275,000 in complete satisfaction of the debt.

~~The Company’s~~On ~~consolidated~~August ~~financial~~11, ~~statements~~2016, ~~for~~ the ~~nine~~Company borrowed ~~months~~$100,000 ~~ended~~from ~~December~~a 31former director of the Company, ~~2016~~who ~~and~~owns ~~2015~~a ~~have~~85.71% ~~been~~interest ~~prepared~~in onLLC#3 in exchange for a ~~going~~ ~~concern~~promissory ~~basis,~~note including ~~which~~interest ~~contemplates~~at the ~~realization~~rate of ~~assets~~15% ~~and~~per ~~the~~annum ~~settlement~~with ofaccrued ~~liabilities~~and unpaid interest and ~~commitments~~principal indue ~~the~~on ~~normal~~August 11, 2017. During the ~~course~~term of ~~business.~~the ~~The~~promissory note the Company ~~reported~~agreed ato ~~net~~pay ~~loss~~the holder 30% of ~~$3,120,103~~the ~~and~~net ~~$2,995,105~~revenues ~~for~~received from the ~~nine~~sale ~~months~~of ~~ended~~oil ~~December~~from ~~31,~~the Cole Creek properties, starting August 2016. ~~and~~At ~~2015~~June ~~($1~~30,~~073~~ 2017,~~304~~ ~~and~~the Company owes $1100,~~504,405~~000 ~~for~~on the ~~three~~promissory ~~months~~note ~~ended~~plus ~~December~~accrued 31interest of $11,199. ~~2016~~On ~~and~~November ~~2015~~1, ~~respectively)~~2018, ~~respectively, and~~the anCompany ~~accumulated~~paid ~~deficit~~the ofnote holder $291,~~877~~600,~~076~~000 as complete satisfaction of ~~December~~the ~~31,~~debt ~~2016.~~including Atrepayment of ~~December~~the 31$1, ~~2016~~400,000 that the ~~Company~~note ~~had~~holder acontributed ~~working~~to ~~capital deficit~~LLC ~~of $(2,392,636)~~#3.

~~The~~On April 25, 2016, the Company ~~future~~borrowed ~~success~~$50,000 from a director of the Company isin ~~dependent~~exchange onfor ~~its~~an ~~ability~~unsecured topromissory ~~attract~~note ~~additional~~including ~~capital~~interest at the rate of 5% per annum with accrued and ~~ultimately,~~unpaid ~~upon~~interest ~~its~~and ~~ability~~principal todue ~~develop future~~at ~~profitable~~December ~~operations~~31, 2016. ~~There~~On ~~can~~September be15, no2016, ~~assurance~~the ~~that~~holder of the note ~~Company~~agreed ~~will~~to beextend ~~successful~~the indue ~~obtaining~~date ~~such~~of ~~financing,~~the orpromissory ~~that it~~note ~~will~~to ~~attain~~March ~~positive~~31, ~~cash~~2017, ~~flow~~with ~~from~~all ~~operations.~~other ~~Management~~terms ~~believes~~remaining ~~that~~in ~~actions~~effect. ~~presently~~At ~~being~~June 30, ~~taken~~2017, tothe ~~revise~~Company owes $50,000 on the ~~Company’s operating~~promissory ~~and~~note ~~financial~~plus ~~requirements~~accrued ~~provide~~interest ~~the~~of ~~opportunity~~$7,068. ~~for~~On November 5, 2018, the Company topaid the ~~continue~~note asholder a$68,000 ~~going~~in ~~concern~~complete satisfaction of the debt.

~~Note~~During the year ended March 31, 42016, –the ~~Fair~~Company ~~Value~~paid ~~Measurements~~$341,405 in principal towards the repayment of promissory notes relative to the repurchase of 18,717 shares of Western Interior common stock owned by dissident shareholders as part of agreements effective March 31, 2015 to repurchase a total of 33,085 shares of Western Interior common stock. At June 30, 2017, the Company owes $488,298 on a promissory note plus accrued interest at the rate of 3.5% per annum of $34,134. The During the year ended March 31, 2019, the Company transferred certain oil and gas properties in complete satisfaction of the debt.

~~The Company~~On ~~applies~~January ~~the~~14, ~~authoritative~~2016, ~~guidance~~the ~~applicable~~Company toborrowed $50,000 ~~all~~from ~~financial~~a ~~assets~~director and ~~liabilities~~officer ~~required~~of tothe beCompany ~~measured~~who ~~and~~resigned ~~reported on~~from athe ~~fair~~Company ~~value~~on ~~basis~~September 14, as2016 ~~well~~in asexchange tofor ~~non-financial~~a ~~assets~~secured promissory ~~and~~note ~~liabilities~~including ~~measured~~interest at ~~fair~~the ~~value~~rate onof a5% ~~non-recurring~~per ~~basis,~~annum ~~including impairments~~with ofaccrued ~~proved oil~~ and ~~gas~~unpaid ~~properties~~interest and ~~other~~principal ~~long-lived~~due ~~assets~~at ~~and~~September 30, ~~AROs~~2016. ~~initially~~The ~~measured~~note atis ~~fair~~currently ~~value~~in default. The ~~fair~~default ~~value of~~interest anrate ~~asset~~is or8%. ~~liability~~The promissory note is ~~the~~collateralized ~~amount~~by ~~that~~certain ~~would~~oil and begas ~~received~~properties tolocated ~~sell~~in anthe ~~asset~~State orof ~~paid~~Wyoming. The Holder may, at any time prior to ~~transfer~~payment aof ~~liability~~the ~~(an~~promissory ~~exit~~notes ~~price)~~elect into anconvert ~~orderly~~all ~~transaction~~or ~~between~~any ~~market~~portion ~~participants~~of at the ~~measurement~~promissory ~~date.~~note, ~~The~~including ~~Company~~accrued ~~maximizes~~interest, ~~the~~into ~~use~~common shares of ~~observable~~the ~~inputs~~Company at a price ~~and~~determined ~~minimizes~~by the ~~use~~average often ~~unobservable~~consecutive ~~inputs~~day ~~when~~trading ~~measuring~~closing ~~fair~~price ~~value~~less 30%. ~~Observable~~On ~~inputs~~October ~~are~~2016, ~~inputs~~the ~~that~~holder ~~market~~of ~~participants would~~the ~~use~~promissory innote filed ~~valuing~~suit against the ~~asset~~Company orfor ~~liability~~payment ~~based~~of onthe ~~market~~promissory. ~~data~~At ~~obtained~~June ~~from~~30, ~~sources~~2017, ~~independent~~the ofCompany owes $50,000 on the ~~Company.~~promissory ~~Unobservable~~note ~~input~~plus ~~are~~accrued ~~inputs~~interest ~~that~~of ~~reflect~~$3,649. In August 2017, the Company’s ~~assumptions~~settled ofwith ~~what~~the ~~market~~former ~~participants~~director ~~would~~and ~~use~~officer inof ~~valuing~~ the ~~asset~~Company orby ~~liability~~transferring ~~based~~certain onoil ~~the~~and ~~information~~gas ~~available~~properties in complete satisfaction of the ~~circumstances~~debt.

~~Financial and~~On ~~non-financial~~January ~~assets~~14, ~~and~~2016, ~~liabilities~~the ~~are~~Company ~~classified~~borrowed $50,000 ~~within~~from ~~the~~a ~~valuation~~then ~~hierarchy~~director, ~~based~~in ~~upon~~exchange ~~the~~for ~~lowest~~a ~~level~~secured ofpromissory ~~input~~note ~~that is~~including ~~significant~~interest toat the ~~fair~~rate ~~value~~of ~~measurement.~~5% ~~The~~per ~~Company’s~~annum ~~policy~~with isaccrued and tounpaid ~~recognize~~interest ~~transfers~~and inprincipal ~~and~~due ~~out~~at ofSeptember ~~the~~30, ~~fair~~2016. ~~value hierarchy~~On asSeptember of15, 2016, the ~~end~~holder of the ~~reporting~~note ~~period~~agreed into ~~which~~extend the due ~~event~~date orof ~~change in circumstances caused~~ the ~~transfer.~~promissory ~~The~~note ~~Company has~~to ~~consistently~~December ~~applied~~31, ~~the~~2016, ~~valuation~~with ~~techniques~~all ~~discussed~~other ~~below~~terms remaining in ~~all periods presented~~effect. The ~~hierarchy~~note is ~~organized~~currently ~~into~~in ~~three~~default. ~~levels~~The ~~based~~default oninterest ~~the~~rate ~~reliability~~is of8%. ~~the inputs as follows:~~The

~~Level 1: Quoted prices in active markets for identical assets or liabilities; or~~15

~~Level 2:~~Table ~~Quoted~~of prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; orContents

~~Level~~promissory note is collateralized by 3:certain ~~Unobservable~~oil ~~pricing~~and ~~inputs~~gas properties located in ~~which~~the ~~there~~State isof ~~little~~Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or noany ~~market~~portion ~~data~~of the promissory note, ~~which~~including ~~requires~~accrued interest, into common shares of the ~~reporting~~Company at ~~entity~~a toprice ~~develop~~determined ~~its~~by the average ten consecutive day trading closing price less 30%. At June 30, 2017, the Company owes $50,000 ~~own~~on ~~assumptions~~the promissory note plus accrued interest of $3,649. On November 5, 2018, the Company paid the note holder $50,000 in complete satisfaction of the debt.

~~The following table presents the Company’s non~~Line-~~financial assets and liabilities that were measured at fair value on a non~~of-~~recurring basis at December 31, 2016 by level within the fair value hierarchy:~~Credit

Description	Level 1		Level 2		Level 3		Total
Assets	$	-	$	-	$	-
Oil and gas properties	$	-	$	930,238	$	-	$	930,238

The Company has a line-of-credit with a bank in the original amount of $350,000 collateralized by certain oil and gas properties of the Company. Annual interest is at prime plus 2.50% with a floor of 7%. At June 30, 2017, the Company owes $111,914 plus accrued interest of $6,795. The line-of-credit matured in November 2016 and is in default.

14Note 8 – Stockholders’ Equity

~~T-REX~~The Company’s capital stock at ~~OIL~~June 30, ~~INC~~2017 consists of 325,000,000 authorized shares of which 50,000,000 shares are $0.001 ~~AND~~par ~~SUBSIDIARIES~~value preferred stock and 275,000,000 shares are $0.001 par value common stock.

~~Notes To~~Preferred ~~The Consolidated Financial Statements~~Shares

~~December 31~~At June 30, 2017 and 2016, there are a total of 0 and 409,019 shares of preferred stock issued and outstanding, respectively.

~~(Unaudited)~~On October 28, 2015, the Company filed an Amendment to its Articles of Incorporation to designate a class of preferred stock as the Series A Convertible Preferred Stock.

~~Effective January~~The 1,Amendment ~~2016,~~sets ~~the~~aside ~~Company~~5,000,000 ~~acquired approximately 82%~~ shares of the ~~working~~authorized ~~interest~~50,000,000 inshares ~~certain leases located in the state~~ of ~~Wyoming known as~~ the ~~Cole~~Company's ~~Creek properties and recorded the oil and gas properties at a fair value of~~ $~~2,033,382~~0.001 ~~Thus,~~par ~~due~~value topreferred ~~the~~stock ~~significance of this event, the oil and gas properties were tested under ASC 360~~ as ~~to its recoverability. Therefore,~~ the ~~oil~~Series ~~and~~A ~~gas~~Convertible ~~properties were~~Preferred ~~recorded at fair value if impairment is required under~~ Stock ("the ~~accounting~~Series ~~guidance.~~A Shares.") The ~~Company~~Series ~~uses~~A ~~Level~~Shares 2are ~~inputs~~convertible ~~and~~at the ~~income valuation~~option ~~techniques~~ of ~~undiscounted oil and gas future net cash flows to measure~~ the ~~fair~~Holder ~~value~~into ofcommon ~~the~~shares ~~oil and gas properties~~of ~~and thus~~ the ~~model~~Company's ~~forecast~~stock ~~including~~9 ~~discount~~months ~~rates~~after ~~and commodity prices were selected by~~ the ~~independent~~date ~~engineers~~ of ~~Netherland, Sewell & Associates, Inc~~issuance. ~~As such~~ Further, ~~there~~the ~~was~~Series anA ~~impairment~~Shares tohave ~~the~~a ~~oil~~conversion ~~and~~price ~~gas~~based ~~properties~~upon 80% ~~during~~of the ~~year~~10 ~~ended~~day ~~March~~average ~~31,~~of ~~2016,~~ the ~~amount~~Company's ofclosing ~~$1,103,144~~market price.

~~The Company~~In inOctober ~~December~~2015, ~~2014~~the ~~entered~~Company ~~into~~commenced a ~~put~~private ~~agreements~~placement ~~with~~financing ~~the members~~ of ~~T-Rex~~$7,000,000 #1in ~~whereby~~Units, ~~the Company granted~~ a ~~right~~Unit toconsisting ~~put the purchase~~ of ~~their~~one ~~interest~~share of ~~T-Rex~~its #1Series inA ~~the~~Shares ~~amount~~and ofa ~~$425,000~~Unit ~~back~~Warrant. The toUnit ~~the~~Warrant ~~Company~~has at an exercise price of $23.00 per share or and a ~~total~~term of ~~212,500~~3 ~~shares of the Company’s common stock~~years. The InUnit ~~August~~Warrant ~~2016,~~is ~~the~~exercisable ~~members~~9 ~~exercised~~months after ~~the~~issuance ~~put at $1.00 per share~~ and ais ~~total~~callable ofby ~~425,000 shares of restricted common stock were issued. As a result,~~ the Company ~~became~~upon the ~~sole equity holder in LLC#1, a review of LLC#1’~~Company's ~~operational~~common ~~status~~stock ~~has~~closing ~~lead~~at ~~management~~a tomarket ~~take~~price ~~an immediate impairment on the value~~ of ~~the equity of~~ $~~425,000~~5.00 ~~which~~or ~~has~~above ~~been~~for ~~expensed~~a period asof an10 ~~asset impairment charge at December 31, 2016~~days.

~~The following~~Pursuant ~~table~~to ~~presents~~ASC 470-20, when the ~~Company’s~~$558,171 of ~~non-financial~~convertible ~~assets~~Series A ~~and~~Shares ~~liabilities~~of ~~that~~preferred stock were ~~measured~~issued at a discount from the if-converted $682,989 fair value onas aof the ~~non~~issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-~~recurring~~in-capital for common shares. The offsetting amount will be amortizable over the period from the issue ~~basis~~date atto the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares of preferred stock are convertible between July and December 31of 2016, a deemed dividend to the Series A Shares of preferred stock has been recorded during the three months ended June 30, 2017 and 2016 byin ~~level~~its ~~within~~statement of operations of $0 and $37,805, respectively. As the ~~fair~~Company ~~value~~is ~~hierarchy:~~in an accumulated deficit position, the deemed dividend has been charged accordingly against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend.

Description	Level 1		Level 2		Level 3		Total
Assets
Oil and gas properties	$	-	$	22,632	$	-	$	22,632

During the year ended March 31, 2016, the Company received $818,038, including cash of $793,037, in exchange for the issuance of 409,019 shares of its Series A Preferred Stock and Unit Warrants exercisable for shares of common stock.

~~Fair value~~We inapply the ~~initial~~guidance ~~recognition~~enumerated ofin ASC ~~other~~480 ~~equipment~~"Distinguishing isLiabilities ~~determined~~from ~~based~~Equity" onwhen determining the ~~quoted~~classification ~~fair~~and ~~value~~measurement of ~~the~~preferred shares. ~~vehicle~~Preferred ~~using~~shares ~~inputs~~subject ~~from valuation~~to ~~techniques~~mandatory ~~used~~redemption by(if ~~industry~~any) ~~participants.~~are ~~Accordingly,~~classified ~~the~~as ~~fair~~liability ~~value~~instruments isand ~~based~~are onmeasured ~~observable~~at ~~pricing~~fair value. ~~inputs~~We ~~and~~classify isconditionally ~~considered a~~redeemable ~~Level~~preferred 2shares ~~value~~(if ~~measurement.~~any), ~~During~~which ~~the~~includes ~~nine~~preferred ~~months~~shares ~~ended~~that ~~December~~feature ~~31,~~redemption rights ~~2016~~that ~~and~~are ~~2015~~either ~~there~~within ~~was~~the nocontrol ~~impairment.~~of the holder

~~Note 5 – Significant Acquisition~~16

~~Effective January~~Table ~~1, 2016, the Company acquired approximately 82%~~ of ~~the working interest in certain leases located in the state of Wyoming known as the Cole Creek properties.~~Contents

~~The following~~or ~~table~~subject ~~presents~~to ~~the~~redemption ~~allocation~~upon the occurrence of ~~the~~uncertain ~~consideration~~events ~~given~~not tosolely ~~the~~within ~~assets~~our ~~acquired~~control, ~~and~~as ~~liabilities~~equity. ~~assumed,~~At ~~based~~all onother ~~their fair~~times, ~~values~~we atclassified ~~January~~our 1,preferred ~~2016:~~shares in stockholders' equity.

Consideration Given
Cash	$	1,200,000
Total purchase price	$	1,200,000
Allocation of Consideration Given
Oil and gas properties Proved	$	2,033,382
Total assets		2,033,382
Current liabilities		111,522
Long-term liabilities		721,860
Total liabilities		833,382
Net assets acquired	$	1,200,000

We have applied the guidance of ASC 470 "Debt" in accounting for the unit warrants and as such have valued the Unit Warrants using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the stock price at the valuation date that was at a range of $1.10 to $1.50 per share as well as the following assumptions:

15Volatility 82% - 134%

~~T-REX OIL,~~Expected ~~INC.~~Option/Warrant ~~AND~~Term 3 ~~SUBSIDIARIES~~years

~~Notes To~~Risk-free ~~The~~interest ~~Consolidated Financial Statements~~rate .25%

~~December 31,~~Expected ~~2016~~dividend yield 0.00%

~~(Unaudited)~~The expected term of the Unit Warrants granted were estimated to be the contractual term. The expected volatility was based on an average of the volatility disclosed based upon comparable companies who had similar expected option and warrant terms. The risk-free rate was based on the one-year U.S. Treasury bond rate.

~~Effective April~~On 29August 18, 2016, the ~~Company~~Board ~~acquired~~of ~~the~~Directors approved ~~remaining~~a ~~17%~~conversion of the ~~working~~Series ~~interest~~A inPreferred Shares at a conversion price of $1.43, based upon the ~~leases~~5-day ~~known~~average. asThe 409,019 shares of Series A Preferred Shares were converted for 572,055 shares of the ~~Cole~~Company’s ~~Creek~~common ~~properties~~stock.

~~The following~~Common ~~table presents the allocation of the consideration given to the assets acquired and the liabilities assumed,~~Shares

Consideration Given
Cash	$	250,000
Total purchase price	$	250,000
Allocation of Consideration Given
Oil and gas properties
Proved	$	383,311
Total assets		383,311
Current liabilities		-
Long-term liabilities		133,311
Total liabilities		133,311
Net assets acquired	$	250,000

At June 30, 2017 and 2016, there are a total of 17,697,621 and 15,866,099 shares of common stock issued and outstanding, respectively.

~~As a~~During ~~result,~~ the ~~Company~~three ~~owns~~months ~~approximately~~ended ~~100%~~June of30, 2017, the WICompany inneither ~~the~~sold ~~Cole~~or ~~Creek~~issued ~~properties~~any ~~and 82.5%~~ of ~~the~~its WIshares inof ~~the~~common ~~leases specific to the Shannon formation in the properties~~stock.

~~Note~~During the three months ended June 30, 6-2016, ~~Nexfuels~~the ~~Warrant~~Company as part of a private placement sold 99,378 shares of its restricted common stock for $74,613 in cash and 235,839 shares for $353,719 in cash.

~~On October~~During ~~15,~~the ~~2016,~~three ~~Nexfuels~~months ~~issued~~ended aJune ~~warrant~~30, 2016, ~~exercisable~~the ~~for~~Company 1issued 50,~~056,~~000 shares of ~~the~~ common stock ofin ~~Nexfuels~~connection towith the ~~Company~~cash ~~in return~~exercise ~~for~~of ~~staff~~options ~~services~~at ~~and office space over a six-month period (“Nexfuels Warrant”). The Nexfuels Warrant has~~ an exercise price of $10.2510 per share ~~and an expiration date of February 15, 2017~~. ~~The Nexfuels Warrant is both assignable and transferable.~~

~~The Company~~Additional has valued the warrant at $45,000 or $7,500 per month. In November 2016, the Company assigned 50,000 warrants to a third party as part of the issuance of a $300,000 convertible promissory note. At December 31, 2016, the Company holds 1,006,000 Paid-in ~~warrants~~ ~~of Nexfuels valued at $43,513.~~Capital

~~Note~~During the three months ended June 30, 72017 –and ~~Debt~~2016, as the Company is in an accumulated deficit position, the deemed dividends in the amount of $0 and $37,805, respectively were charged against additional paid-in-capital as there being no retained earnings from which to declare a dividend.

~~Promissory~~During the three months ended June 30, ~~Notes~~2016, the Company realized additional paid in capital relative to the fair value of equity based payments in the amount of $207,200 of which $11,520 was expensed and $195,680 was capitalized. See Note 9 – Equity Based Payments.

~~The Company~~Note ~~during~~9 ~~the~~– ~~year~~Equity ~~ended~~Based March 31, 2016 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. The Company at December 31, 2016 owes a balance in the amount of $488,298 on one of the promissory notes plus accrued interest of $25,659 with the remaining three promissory notes being paid in full.Payments

~~On August~~The ~~1, 2015, the~~ Company, ~~relative~~accounts tofor ~~the~~equity ~~repurchase~~based payment byaccruals ~~the~~under ~~Company~~authoritative onguidance ~~March~~as ~~31,~~set ~~2015~~forth ofin the ~~remaining~~Topics ~~14,368 shares~~ of ~~Western Interior common stock entered in to an agreement with~~ the ~~note holder to settle the amount owed under the promissory note~~ASC. ~~As such,~~The ~~the~~guidance ~~parties~~requires ~~agreed~~all ~~the~~equity ~~amount~~based ~~owed on such promissory note by the Company would be reduced from $768,715~~ payments to ~~$393,795~~employees and ~~the~~ ~~difference of $374~~non-employees,~~920~~ beincluding ~~considered~~grants ~~a reduction in the purchase price by the Company~~ of ~~the~~employee ~~14,368~~and ~~shares~~non-employee ~~of Western Interior common~~ stock. Inoptions ~~addition,~~and ~~the $393~~warrants,~~795~~ ~~was paid in full effective August 1, 2015 by the transfer~~ to ~~the~~be ~~note~~recognized ~~holder of certain oil and gas properties owned by Western Interior which resulted~~ in the consolidated ~~Company~~financial ~~reporting~~statements abased ~~gain~~at ontheir ~~disposal~~fair ~~of assets in the amount of $44,100~~values.

16The Black-Scholes option-pricing model is used to estimate the option and warrant fair values. The option-pricing model requires a number of assumptions, of which the most significant are the stock price at the valuation date that ranged from $0.01 to $3.50 per share as well as the following assumptions:

~~T-REX OIL, INC. AND SUBSIDIARIES~~17

~~Notes To~~Table ~~The~~of ~~Consolidated Financial Statements~~Contents

~~December 31,~~Volatility ~~2016~~82.00% - 134.00%

~~(Unaudited)~~Expected Option/Warrant Term 9 months - 3 years

~~Convertible Promissory~~Risk-free ~~Note~~interest rate .12% - .25%

~~On November~~Expected 3,dividend ~~2016,~~yield the Company in exchange for $300,000 cash issued a convertible promissory note. The promissory note has an interest rate of 12% per annum and a due date of January 31, 2017, which has been extended to May 1, 2017. The promissory note is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the Company issued the holder of the promissory note 75,000 shares of its restricted common stock and agreed to transfer to the holder 50,000 warrants from Nexfuels warrant held by the Company. At December 31, 2016, the Company has recognized accrued interest of $5,720.00%

~~Pursuant to~~The ~~ASC~~expected ~~470-20,~~term ~~the Company recognized the difference from the conversion price~~ of the ~~$0.80~~options and ~~per~~warrants ~~share~~granted ~~from~~were ~~the~~estimated ~~market~~to ~~price~~be on the ~~date~~contractual ~~of issuance of $0~~term.95 ~~per~~The ~~share~~expected ~~(the~~volatility ~~difference~~was ~~between~~based ~~the~~on ~~fair~~an ~~value~~average ~~per share~~ of ~~its common stock and~~ the ~~conversion~~volatility ~~price)~~disclosed ~~multiplied~~based ~~by the number of shares issuable~~ upon ~~conversion.~~comparable ~~This~~companies ~~total~~who ~~Beneficial~~had ~~Conversion~~similar ~~Feature~~expected ofoption ~~$56,250 was recorded as additional paid-in-capital. In addition to the Beneficial Conversion Feature, the 75,000 shares of restricted common stock were valued at $71, 250~~ and ~~the Nexfuels~~ warrant ~~was valued at $2,128~~terms. The ~~Company~~risk-free ~~has~~rate ~~recognized~~was abased ~~total~~on ~~expense of $90,516 in~~the ~~connection~~one-year ~~with~~U.S. ~~the~~Treasury ~~discount~~bond ~~of the note~~rate.

~~Secured Convertible Promissory Notes~~Warrant

~~On January~~During ~~14,~~May 2016, the Company ~~borrowed~~issued ~~$50,000~~a ~~from~~warrant aexercisable ~~director~~for ~~and~~350,000 ~~officer~~shares of the Company’s ~~who~~common ~~resigned~~stock ~~from the Company on September 14, 2016. The Company,~~ in exchange for abusiness ~~secured promissory note including interest at the rate of 5% per annum with accrued and~~development ~~unpaid~~services ~~interest~~pursuant and principal due at September 30, 2016. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to ~~payment of the promissory notes elect to convert all or any portion of the promissory notes, including accrued interest, into common shares of the Company at~~ a ~~price~~consulting ~~determined by the average ten consecutive day trading closing price less 30%~~agreement. The ~~Company,~~ ~~requested~~warrant anhas ~~extension~~a ofterm ~~the due date~~ of ~~the~~3 ~~promissory~~years ~~note.~~and Onan ~~October~~exercise ~~2016,~~price ~~the holder~~ of ~~the promissory note filed suit against the Company for payment of the promissory note (See Note 11)~~$2.00 ~~The~~per ~~Company at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2,788~~share.

~~On January~~Using ~~14, 2016,~~ the ~~Company~~Black-Scholes ~~borrowed $50,000 from a then director, in exchange for a secured promissory note including interest~~option-pricing ~~at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31~~model, ~~2016. On September 15, 2016,~~ the ~~holder~~ ofwarrant ~~the~~has ~~note~~a ~~agreed~~fair tovalue ~~extend the due date~~ of ~~the promissory note to December 31~~$207, ~~2016, with all other terms remaining in effect~~200. ~~The~~Assumptions ~~note~~used ~~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~~pricing 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 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 December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2,410.were:

~~On August~~Volatility ~~11, 2016, the Company borrowed $100,000 from a former director of the Company, who owns the 85~~89.7100% equity interest in LLC#3 in exchange for a promissory note including interest at the rate of 15% per annum with accrued and unpaid interest and principal due on August 11, 2017. During the term of the promissory note the Company has agreed to pay the holder 30% of the net revenues received from the sale of the oil from the Cole Creek properties, starting August 2016. The Company at December 31, 2016 owes $100,000 on the promissory note plus accrued interest of $5,836.

~~On April~~Expected ~~25,~~Option/Warrant ~~2016,~~Term ~~LLC#3~~1 borrowed $50,000 from a director of the Company, in exchange for a promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to March 31, 2016, with all other terms remaining in effect. The LLC#3 at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $4,110.year

17Risk-free interest rate .25%

~~T-REX OIL,~~Expected ~~INC.~~dividend ~~AND~~yield ~~SUBSIDIARIES~~0.00%

~~Notes To~~2014 ~~The~~Stock ~~Consolidated~~Incentive ~~Financial Statements~~Plan

~~December~~Effective October 1, 2014, the 31Company’s 2014 Stock Option and Award Plan (the “2014 Stock Incentive Plan”) was approved by its Board of Directors. Under the 2014 Stock Incentive Plan, ~~2016~~the Board of Directors may grant options or purchase 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 10 years. A total of 2 million shares of the Company’s 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.

~~(Unaudited)~~18

~~Line-~~Table of~~-Credit~~ Contents

The ~~Company~~ ~~has~~following atable ~~line-of-credit~~summarizes ~~with a bank in~~ the ~~amount~~non-qualified stock ofoption ~~$350,000 collateralized by certain oil~~ and ~~gas~~warrant ~~properties~~activity ~~of the Company. Annual interest is~~ at ~~prime~~June ~~plus 2.50% with a floor of 7%). The line-of-credit had a maturity of date of November~~ 30, ~~2016. The Company owes $106,103 on the line-of-credit at December 31, 2016, and is in default.~~2017:

Installment Notes

	2017
	Number of
	Options/			Weighted Average
	Warrants			Exercise Price
Outstanding at
beginning of year
Options		1,982,750		$	0.491
Warrants		1,851,877		$	1.610

Granted
Options		—		$	—
Warrants		—		$	—

Exercised
Options		—		$	—
Warrants		—		$	—

Cancelled/Expired
Options		(387,500	)	$	0.010
Warrants		—		$	—

Outstanding at June 30,
Options		1,595,250		$	0.585
Warrants		1,851,877		$	1.610

Exercisable at June 30,
Options		985,250		$	0.585
Warrants		1,851,877		$	1.462

Weighted average
remaining contractual					Aggregate
life		Life			Intrinsic Value
Options		2.86		$	—
Warrants		1.64		$	—

The ~~Company~~ ~~during~~aggregate ~~the~~intrinsic ~~year~~value ~~ended~~of ~~March~~outstanding securities ~~31,~~is ~~2016,~~the ~~borrowed~~amount ~~$34,374~~by ~~from~~which ~~unrelated~~the ~~parties~~fair tovalue ~~finance~~of ~~their~~underlying ~~insurance~~(common) ~~policies.~~shares ~~The unsecured~~exceed ~~notes are repaid during~~ the ~~year~~amount ~~ended~~paid ~~March~~for atand ~~$3,437 per month including interest at~~ the ~~rate~~exercise price of ~~5.81%~~the ~~per~~options ~~annum. The~~and ~~notes~~warrants ~~were~~issued ~~paid~~and ~~in full in September 2016~~outstanding.

~~In December~~Note ~~2016,~~10 ~~the~~– ~~Company~~Commitments ~~borrowed~~and ~~$26,000 from an unrelated party to finance their insurance policy. The unsecured notes are to be repaid month during the year at a rate of 8.29%.~~Contingencies

~~Note 8~~Operating ~~– Stockholders’ Equity~~Lease

The Company’s ~~capital~~currently ~~stock~~leases an office space in Colorado on a month to month basis at ~~December~~the 31rate of $5,451 ~~2016~~plus ~~consists~~expenses. In addition, the Company leased an office space in Wyoming at the rate of ~~325~~$5,~~000,000~~838 ~~authorized~~per ~~shares~~month and the Company terminated from the lease as of ~~which~~March 5031,~~000,000~~ ~~shares~~2017. ~~are~~Total ~~$0.001~~rent expense under ~~par~~these ~~value~~leases ~~preferred~~was ~~stock~~$36,903 and ~~275~~$35,~~000,000~~527 ~~shares~~for ~~are~~the ~~$0.001~~three ~~par~~months ~~value~~ended ~~common~~June ~~stock~~30, 2017 and 2016, respectively.

~~Preferred~~The Company has no minimum future rental ~~Shares~~annual payments.

~~At December 31, 2016 and 2015, there are no shares of preferred stock issued and outstanding.~~19

~~Series A~~Table ~~Preferred~~of ~~Shares~~Contents

~~On October~~Employment ~~28, 2015, the Company filed an Amendment to its Articles of Incorporation to designate a class of preferred stock as the Series A Convertible Preferred Stock.~~Agreements

~~The Amendment~~In ~~sets~~August ~~aside 5~~2014,~~000,000~~ ~~shares~~Terex ofentered ~~the~~into ~~authorized~~an Employment ~~50,000,000~~Agreement ~~shares~~for ofservices ~~the~~with ~~Company’s~~its ~~$0.001~~Chief ~~par~~Executive ~~value~~Officer, ~~preferred~~President ~~stock as~~and ~~the~~director. ~~Series~~The AEmployment ~~Convertible~~Agreement ~~Preferred~~had ~~Stock~~a ~~(“the~~term of ~~Series~~3 Ayears ~~Shares.”)~~and ~~The~~provided ~~Series~~for Aan ~~Shares~~annual ~~are~~compensation ~~convertible~~of at$204,000 ~~the~~and ~~option of~~a ~~the~~monthly ~~Holder~~car ~~into~~allowance ~~common~~of ~~shares~~$600. ofIt ~~the~~also ~~Company’s~~provided ~~stock~~for 9an ~~months~~annual bonus ~~after~~as determined by the ~~date~~board of ~~issuance~~directors. ~~Further~~As of November 30, 2017, the ~~Series~~parties Aentered ~~Shares have~~into a ~~conversion~~settlement ~~price~~agreement ~~based~~where ~~upon~~the Company ~~80%~~issued of750,000 ~~the~~shares 10of ~~day~~its ~~average~~common ofstock ~~the~~to ~~Company~~Terex’s ~~closing~~former ~~market~~CEO, ~~price~~President atand ~~the~~director ~~time~~towards effectuating a full compromise, settlement and release of ~~conversion~~any and all claims between the parties.

In ~~October~~ ~~2015~~November 2014, ~~the~~Terex ~~Company~~entered ~~commenced~~into an aEmployment ~~private~~Agreement ~~placement~~for ~~financing~~services ofwith ~~$7,000,000~~its inVice ~~Units,~~President ~~a Unit consisting~~ of ~~one~~Operations ~~share~~and ofdirector. ~~its Series~~The AEmployment ~~Shares~~Agreement ~~and~~had ana ~~Unit~~term ~~Warrant.~~of 3 ~~The~~years ~~Unit~~and ~~Warrant~~provided ~~has~~for an ~~exercise~~annual ~~price~~compensation of $3150,000.00 ~~per~~It ~~share~~also ~~and~~provided afor ~~term~~an ofannual 3bonus ~~years.~~as ~~The~~determined ~~Unit~~by the board of ~~Warrant~~directors. isAs ~~exercisable~~of 9November ~~months~~30, ~~after~~2017, ~~issuance~~the ~~and~~parties isentered ~~callable~~into bya ~~the~~settlement ~~Company~~agreement ~~upon~~where the Company’s issued 750,000 shares of its common stock ~~closing~~to ~~at a~~Terex’s ~~market~~former ~~price~~Vice ofPresident ~~$5.00~~and ordirector ~~above~~towards ~~for~~effectuating a ~~period~~full compromise, settlement and release of 10any ~~days~~and all claims between the parties.

~~Pursuant to~~In ~~ASC~~January ~~470-20~~2015, ~~when the $558,171 of convertible Series A Shares of preferred stock were issued at a discount from the if~~T-~~converted~~Rex entered ~~$682,989~~into ~~fair~~an ~~value~~Employment asAgreement offor ~~the~~services ~~issuance~~with ~~date,~~its ~~the~~Vice ~~Company~~President ~~recognized this difference between the fair value per share~~ of ~~its~~Operations ~~common stock~~ and ~~the conversion price, multiplied by the number of shares issuable upon conversion~~director. ~~This total Beneficial Conversion Feature of $124,818 will be recorded as additional paid-in-capital for common shares.~~ The ~~offsetting~~Employment ~~amount~~Agreement ~~will~~had bea ~~amortizable~~term ~~over the period from the issue date to the first conversion date or 9 months. Therefore, since the 409,019 Series A Shares~~ of ~~preferred~~ ~~stock~~3 ~~are~~years ~~convertible between July~~ and ~~December~~provided offor ~~2016,~~an aannual ~~deemed~~compensation ~~dividend~~ of $56150,~~988~~000. toIt ~~the~~also ~~Series~~provided Afor ~~Shares~~an ofannual ~~preferred stock~~bonus ~~has~~as ~~been~~determined ~~recorded~~by ~~during~~ the ~~nine months ended December 31, 2016 in its statement~~ board of ~~operations and cash flows~~directors. AsIn ~~the~~September ~~Company is in an accumulated deficit position~~2016, the ~~deemed~~Employment ~~dividend~~Agreement ofwas ~~$56,988 has been charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend~~terminated.

18Consulting Agreement

TThe Company entered into a three-~~REX~~year ~~OIL~~agreement effective September 1, ~~INC~~2014 with a consultant to perform services at the base rate of $150,000 per year under certain terms and conditions including an auto allowance of $600 per month. ~~AND~~As ~~SUBSIDIARIES~~of August 1, 2016, the parties entered into a revised three-year agreement to perform services at the base rate of $195,000 per year. In addition, the consultant had been granted cashless options to acquire up to 500,000 shares of T-Rex’s common stock at an option price of $0.10 per share for a period of three years from April 1, 2014.

~~Notes To The Consolidated Financial Statements~~Litigation

~~December 31,~~BMO ~~2016~~Holdings Litigation

On October 31, 2016, BMO Holding, LLC (~~Unaudited~~“BMO Holding”) filed suit against the Company in the Supreme Court of the State of New York, New York County, alleging a breach of alleged contract resulting from certain business negotiations with the Company revolving around the purchase of oil and gas properties in Wyoming by an affiliated entity of BMO Holding. The suit seeks the fulfillment of the alleged contract and unspecified damages to be determined by jury. At the time of this filing, the Company has filed a Motion to Dismiss due to a lack of jurisdiction and failure to state a claim. The suit was dismissed on August 21, 2017. Subsequently, BMO Holding filed suit against the Company in the District Court of the County of Broomfield, Colorado and such suit was dismissed in April 2019.

~~During the~~Note ~~year~~11 ~~ended~~– ~~March~~Related ~~31,~~Party 2016, the Company received $818,038, including cash of $793,037, in exchange for the issuance of 409,019 shares of its Series A Preferred Stock and Unit Warrants exercisable for 419,019 shares of common stock.Transactions

~~We apply~~T-Rex ~~the~~Oil ~~guidance~~LLC enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred shares. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as equity. At all other times, we classified our preferred shares in stockholders’ equity.#1

WeThe Company in December 2014 entered ~~have~~into ~~applied~~put agreements with the ~~guidance~~members of ~~ASC~~T-Rex ~~470~~#1 ~~“Debt”~~whereby inthe ~~accounting~~Company ~~for~~granted a right to put the ~~unit~~purchase ~~warrants~~of ~~and~~their asinterest ~~such~~of ~~have~~T-Rex #1 ~~valued~~in the ~~Unit~~ ~~Warrants~~amount ~~using~~of $425,000 back to the ~~Black-Scholes~~Company ~~option~~at ~~pricing~~an ~~model.~~exercise ~~The~~price ~~option-pricing~~of ~~model~~$2.00 ~~requires~~per share or a ~~number~~total of ~~assumptions~~212,500 shares of ~~which~~ the ~~most~~Company’s common ~~significant~~stock. ~~are~~In August 2016, the ~~stock~~Company ~~price~~issued atto the ~~valuation~~members ~~date~~of ~~that~~LLC ~~was~~#1 at a ~~range~~total of ~~$1.10~~425,000 toshares of its restricted common stock at an exercise price of $1~~.50~~ per share asvalued ~~well~~at ~~as the following assumptions:~~$425,000.

Volatility	82% - 134	%
Expected Option/Warrant Term	3 years
Risk-free interest rate	.25	%
Expected dividend yield	0.00	%

T-Rex Oil LLC #3

The ~~expected~~ ~~term~~Company ofis the ~~Unit~~manager ~~Warrants~~of ~~granted~~T-Rex Oil ~~were~~LLC ~~estimated~~#3 tothat bewas formed in January 2016 for the ~~contractual~~purpose ~~term.~~of ~~The~~acquiring ~~expected~~and ~~volatility~~developing ~~was~~oil ~~based~~and ongas ~~an average~~leases ofknown as the ~~volatility~~Cole ~~disclosed~~Creek properties ~~based~~in ~~upon~~Wyoming. ~~comparable~~T-Rex ~~companies~~Oil ~~who~~LLC ~~had~~#3 ~~similar~~is ~~expected~~included ~~option~~as ~~and~~part ~~warrant~~of ~~terms.~~the ~~The~~consolidated ~~risk-free rate~~financial ~~was~~statements ~~based~~as onof and for the ~~one-year~~three ~~U.S.~~months ended ~~Treasury~~March ~~bond~~31, ~~rate~~2017 and 2016. See Note 2 –

As a result, the Unit Warrants exercisable for 409,019 shares of our restricted common stock were valued at $135,049 and as such $67,830 was credited to additional paid in capital during the year ended March 31, 2016.20

~~On August~~Table ~~18, 2016, the Board~~ of Directors approved a conversion of the Series A Preferred Shares at a conversion price of $1.43, based upon the 5-day average. The 409,019 shares of Series A Preferred Shares were converted for 572,055 shares of common stock.Contents

~~Pursuant to~~Summary ~~ASC 470-20, when the $558,171~~ of ~~convertible~~Significant ~~Series~~Accounting ~~A Shares of preferred stock were issued at a discount from the if-converted~~Policies ~~$682,989~~– ~~fair~~Principles ~~value as~~ of ~~the issuance date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion~~Consolidation. This total Beneficial Conversion Feature of $124,818 has been recorded as additional paid-in-capital for common shares. In July 2016, the Series A shares were converted into shares of the Company’s common stock. The offsetting amount was amortized to over the period from the issue date to the first conversion date or 9 months. As a result of the conversion, the Company has amortized the full amount of the deemed dividend recognizing, $56,988 during the nine months ended December 31, 2016 and $69,829 during the year ended March 31, 2015. As the Company is in an accumulated deficit position, the deemed dividend of has been charged against additional paid-in-capital for common shares as there being no retained earnings from which to declare a dividend.

~~Common Shares~~Note 12 – Subsequent Events

~~At December~~Cole ~~31, 2016 and March 31, 2016, there are a total of 17,305,825 and 15,480,882 shares of common stock issued and outstanding, respectively.~~Creek

~~During the~~Effective ~~nine~~September ~~months ended December 31~~1, ~~2016~~2018, the Company ~~as part of a private placement~~ sold ~~99,378 shares of~~ its ~~restricted~~100% ~~common stock~~working ~~for~~interest ~~$74,613~~ in ~~cash~~the ~~and~~Cole ~~378,510~~Creek ~~shares~~properties for $~~567~~3,~~164~~500,000 in cash.

~~During the nine months ended December 31, 2016, the Company issued 175,000 shares of common stock in connection with the cash exercise of warrants at an exercise price $0.10 per share.~~21

~~During the~~Table ~~nine months ended December 31, 2016, the Company issued 50,000 shares~~ of ~~common stock in the connection with the exercise of an option as payment on outstanding debt of $2,000.~~Contents

~~During the~~ITEM ~~nine months ended December 31, 2016, the Company issued 572,055 shares of common stock in connection with the conversion of 409,019 shares of its Series A Preferred Shares at a price of $1~~2.43 ~~per~~MANAGEMENT’S ~~share.~~DISCUSSION AsAND aANALYSIS ~~result~~OF ofFINANCIAL ~~the~~CONDITIONS ~~conversion,~~AND ~~the~~RESULTS ~~remaining deemed~~OF ~~dividend on our Series A Preferred Shares in the amount of $56,988 was charged against additional paid- in-capital as there being no retained earnings from which to declare a dividend.~~OPERATIONS

The following discussion ~~Company~~should be read in ~~December~~conjunction ~~2014~~with ~~entered~~our ~~into~~consolidated ~~put~~financial ~~agreements~~statements and notes thereto included herein. In connection with, and ~~the~~because ~~members~~we ofdesire ~~T-Rex~~to ~~Oil~~take advantage of, ~~LLC#1~~the (“~~T-Rex~~safe ~~#1)~~harbor” ~~whereby~~provisions of the ~~Company~~Private Securities Litigation Reform ~~granted~~Act aof ~~right~~1995, towe ~~put~~caution readers regarding certain forward looking statements in the ~~purchase~~following ofdiscussion ~~their~~and ~~interest~~elsewhere ofin ~~T-Rex~~this report #1and in ~~the~~any ~~amount~~other ofstatement ~~$425~~made by,~~000~~ ~~back~~or toon our behalf, whether or not in future filings with the ~~Company~~Securities atand anExchange Commission. ~~exercise~~Forward-looking statements are statements not based on historical information and which relate to future operations, ~~price~~strategies, offinancial $2results or other developments.00 ~~per~~Forward ~~share~~looking orstatements aare ~~total~~necessarily ofbased ~~212~~upon estimates and assumptions that are inherently subject to significant business,~~500~~ ~~shares~~economic and competitive uncertainties and contingencies, many of ~~the~~which ~~Company’s~~are beyond ~~common~~our ~~stock.~~control Inand ~~August~~many ~~2016~~of which, ~~the~~with ~~members~~respect ~~exercised the~~to ~~put~~future atbusiness $1decisions, are subject to change.00 ~~per~~These ~~share~~uncertainties and contingencies acan ~~total~~affect ofactual ~~425~~results and could cause actual results to differ materially from those expressed in any forward looking statements made by,~~000~~ ~~shares~~or ofon ~~restricted~~our ~~common~~behalf. ~~stock~~We ~~were~~disclaim ~~issued~~any obligation to update forward-looking statements.

19Unless the context requires otherwise, references in this document to “T-Rex Oil”, “we”, “our”, “us” or the “Company” are to T-Rex Oil, Inc. and our subsidiaries.

~~T-REX~~The independent registered public ~~OIL~~accounting firm’s report on the Company’s financial statements as of March 31, ~~INC.~~2017, ~~AND~~and ~~SUBSIDIARIES~~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.

~~Notes To~~PLAN ~~The~~OF ~~Consolidated Financial Statements~~OPERATIONS

~~December~~Due to the significant reduction in 31oil prices we have suspended all production, ~~2016~~rework and exploration operations as of October 2018. We are in a liquidation made from our assets as of June 30, 2017.

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

~~During the~~RESULTS ~~nine~~OF months ended December 31, 2016, the Company issued 75,000 shares of restricted common stock in connection with the issuance of a $300,000 Convertible Promissory Note. The shares were valued at $71,250 or $0.95 per share.OPERATIONS

~~Additional~~For the Three Months Ended ~~Paid-in~~June ~~Capital~~30, 2017 and June 30, 2016

Overview. During the ~~nine~~ three months ended ~~December~~June 3130, ~~2016~~2017, as the Company isrecognized ina annet ~~accumulated~~loss ~~deficit~~of ~~position~~$358,446 ~~the~~compared ~~remaining~~to ~~deemed~~a ~~dividend on~~net ~~our~~loss ~~Series~~of A$786,161 ~~Preferred~~for ~~Shares~~the inthree ~~the~~months ended ~~amount~~June 30, 2016. The decrease of $56427,~~988~~715 ~~was~~is ~~charged~~primarily ~~against~~the ~~additional~~result ~~paid-~~of a decrease in~~-capital~~ asgeneral ~~there~~and ~~being~~administrative expenses as it norelates ~~retained~~to ~~earnings~~a ~~from~~decrease ~~which~~in tooil ~~declare~~and agas ~~dividend~~operations. Discussions of individually significant line items follow:

Revenues: During the three ~~nine~~ months ended ~~December~~June 3130, ~~2016~~2017, the Company ~~realized~~recognized ~~additional~~revenues ~~paid in capital relative to the fair value~~ of ~~equity based payments in the total amount of~~ $~~503~~175,~~700~~268 ofcompared ~~which~~to $~~223~~320,~~937~~011 ~~was~~during ~~expensed~~the ~~and~~three ~~$279,762~~months ~~was~~ended June ~~capitalized. The $279~~30,~~762~~ ~~is the~~2016. ~~valuation~~Management ofexpects ~~warrants~~to ~~issued~~see ~~for~~continued ~~payment~~decreases in ~~full~~its ~~for~~production ~~services~~numbers as ~~part~~it ofcontinues ~~agreements~~to ~~with~~liquidate aits ~~term of one year and the Company will amortize the value of the warrants over the term of the life of the agreements~~assets. ~~See – Note 9 Equity Based Payments.~~

~~The Company~~Operating ~~also~~Expenses: ~~recognized~~During the ~~$264,589~~three inmonths ~~equity~~ended ~~compensation~~June as30, ~~part~~2017, of the ~~issuance~~Company ofhad ~~stock~~a ~~options~~decrease toof ~~officers~~$556,994 ~~directors and~~in ~~employees.~~total ~~See~~operating ~~Note~~expenses 9as –a ~~Equity~~result ~~Based~~of ~~Payments.~~the following:

~~Note~~A decrease in costs of $158,288 9related –to ~~Equity~~its ~~Based~~oil ~~Payments~~and gas operational activities as a result of a decrease in production and exploration explorations. General and administrative expenses decreased by $403,069 primarily as a result of decreases in staffing and costs associated with reporting requirements. Depletion, depreciation, amortization and accretion increased by $4,363.

The Company accounts for equity based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values.22

~~The Black-Scholes~~Table ~~option-pricing model is used to estimate the option and warrant fair values. The option-pricing model requires a number~~ of ~~assumptions, of which the most significant are the stock price at the valuation date that ranged from $0.01 to $3.50 per share as well as the following assumptions:~~Contents

Volatility	82.00% - 134.00	%
Expected Option/Warrant Term	9 months - 3 years
Risk-free interest rate	.12% - .25	%
Expected dividend yield	0.00	%

LIQUIDITY

~~The expected~~We ~~term~~have ofincurred ~~the~~a ~~options~~net ~~and warrants granted were estimated to be the contractual term. The expected volatility was based~~loss onof an$358,446 ~~average~~for of the ~~volatility~~three ~~disclosed~~months ~~based~~ended ~~upon~~June ~~comparable~~30, ~~companies~~2017 ~~who had similar expected option~~ and ~~warrant~~have ~~terms.~~had ~~The risk-free~~a ~~rate~~limited ~~was~~operating ~~based on the one-year U~~history.~~S. Treasury bond rate.~~

20During the three months ended June 30, 2017, the Company sold none of its shares of common stock or issued any debt for cash.

~~T-REX~~The Company will need substantial additional ~~OIL~~capital to support its proposed future operations. The Company has no committed source for any funds and as of June 30, ~~INC~~2017, has $69,662 in cash. ~~AND~~No ~~SUBSIDIARIES~~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.

~~Notes~~Decisions regarding future Toparticipation ~~The~~in ~~Consolidated~~oil ~~Financial~~and ~~Statements~~gas development or geophysical studies or other activities will be made on a case-by-case basis. We may, in any particular case, decide to participate or decline participation. If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing. 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.

~~December~~The Company used cash flows 31in operations of $16,470 ~~2016~~during the three months ended June 30, 2017 that was adjusted by non-cash items including: depreciation, depletion, amortization and accretion of $49,770 and equity based compensation of $89,032.

~~(Unaudited)~~The Company used cash flows in investing activities of $18 during the three months ended June 30, 2017 that was primarily comprised of: additions to oil and gas properties of $0 and additions to other assets of $18.

~~2014~~The Company was provided ~~Stock~~cash ~~Incentive~~flows ~~Plan~~from financing activities of $0 during the three months ended June 30, 2017.

~~Effective October~~Promissory 1, 2014, the Company’s 2014 Stock Option and Award Plan (the “2014 Stock Incentive Plan”) was approved by its Board of Directors. Under the 2014 Stock Incentive Plan, the Board of Directors may grant options or purchase 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 10 years. A total of 2 million shares of the Company’s 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.Notes

~~During the~~On ~~nine~~February ~~months ended December 31~~28, ~~2016~~2017, the Company borrowed ~~granted options exercisable for a total of 1~~$55,~~480,~~000 ~~shares~~from ofthe ~~restricted common~~former ~~stock~~operator ~~to officers, directors and employees~~ of ~~the~~its ~~Company.~~Cole ~~The~~Creek ~~options~~properties ~~are~~in ~~exercisable~~exchange atfor a ~~price~~promissory ~~based~~note ~~upon~~including ~~using~~interest ~~a valuation~~at of the ~~Company’s~~rate ~~common stock under 409A~~ of ~~the~~8% ~~Internal~~per ~~Revenue~~annum ~~Code~~with accrued and ~~therefore~~unpaid ~~management~~interest ~~has~~due ~~estimated~~at ~~the~~August ~~exercise price~~31, ~~to be $~~2017.25 ~~per~~The ~~share~~proceeds atfrom the ~~date~~loan ofwere ~~the~~used ~~grant,~~to ~~based~~acquire a ~~upon~~bond ~~and~~from ~~internal~~the ~~review~~State of ~~the~~Wyoming ~~409A~~for ~~criteria.~~purposes Itof ~~was management’s~~the ~~intention~~Company to ~~utilize~~continue anto ~~outside~~operate ~~firm in~~ the ~~near~~Cole ~~future~~Creek toproperties. ~~otherwise~~At ~~perform~~June an30, ~~independent valuation of~~2017, the Company’s ~~common~~owes ~~stock~~$55,000 ~~under~~on ~~409A and to adjust~~ the ~~price~~promissory asnote ~~necessary. The~~plus ~~options~~accrued ~~have~~interest ~~a life~~ of ~~3 years~~$1,471. ~~Options~~On ~~exercisable~~November ~~for~~1, ~~540~~2018,~~000~~ ~~shares~~the ~~granted~~Company topaid ~~employees~~the ~~and directors are fully~~note ~~vested~~holder ~~at December 31~~$58, ~~2016 where options exercisable for 940,~~000 ~~shares~~in ~~granted~~complete tosatisfaction ~~officers, directors and employees have vesting rates over the remaining life~~ of the ~~options~~debt.

~~Using~~On November 3, 2016, the Company borrowed $300,000 in exchange for a convertible promissory note at the ~~Black-Scholes~~rate ~~option-pricing~~of ~~model~~12% per annum with accrued and unpaid interest and principal due January 31, 2017. The due date of the ~~vested~~promissory ~~options~~note was extended to May 1, 2017. The promissory note is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the ~~date~~Company issued the holder of ~~grant~~the ~~have~~promissory note 75,000 shares of the Company’s common stock valued at $49,752 and a ~~fair~~warrant ~~value~~to acquire 50,000 shares of Nexfuels shares of common stock. At June 30, 2017, the Company owes $~~211~~300,~~337~~000 on the promissory note plus accrued interest of $23,573. ~~Significant~~On November ~~assumptions~~1, ~~used~~2018, inthe Company paid the ~~valuation~~note ~~are:~~holder $275,000 in complete satisfaction of the debt.

Volatility	89.00 – 99.00	%
Expected Option Term	3 year
Risk-free interest rate	.57	%
Expected dividend yield	0.00	%

On August 11, 2016, the Company borrowed $100,000 from a former director of the Company, who owns a 85.71% interest in LLC#3 in exchange for a promissory note including interest at the rate of 15% per annum with accrued and unpaid interest and principal due on August 11, 2017. During the term of the promissory note the Company agreed to pay the holder 30% of the net revenues received from the sale of oil from the Cole Creek properties, starting August 2016. At June 30, 2017, the Company owes $100,000 on the promissory note plus accrued interest of $11,199. 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.

The Company is amortizing the fully vested options and the vested options over a period of 3 years and therefore for the nine and three months ended December 31, 2016, recognized an expense of $264,589 and $222,788, respectively.23

~~Subsequent to~~Table the quarter ended December 31, 2016, the Company determined that it would be unable to get a valuation under 409A within the allotted timeframe, so options exercisable for 1,480,000 shares were cancelled. During January 2017, the Company issued new options to these individuals with the exercise price set at the current market price of ~~$0.62 per share on the grant date. The Company intends to recognize the expenses in connection with the issuance during the 4th fiscal quarter.~~Contents

21On April 25, 2016, the Company borrowed $50,000 from a director of the Company in exchange for an unsecured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to March 31, 2017, with all other terms remaining in effect. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $7,068. On November 5, 2018, the Company paid the note holder $68,000 in complete satisfaction of the debt.

~~T-REX~~During the year ended March 31, ~~OIL~~2016, ~~INC~~the Company paid $341,405 in principal towards the repayment of promissory notes relative to the repurchase of 18,717 shares of Western Interior common stock owned by dissident shareholders as part of agreements effective March 31, 2015 to repurchase a total of 33,085 shares of Western Interior common stock. ~~AND~~At ~~SUBSIDIARIES~~June 30, 2017, the Company owes $488,298 on a promissory note plus accrued interest at the rate of 3.5% per annum of $34,134. The During the year ended March 31, 2019, the Company transferred certain oil and gas properties in complete satisfaction of the debt.

~~Notes~~On January 14, 2016, the Company borrowed To$50,000 from a director and officer of the Company who resigned from the Company on September 14, 2016 in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The ~~Consolidated~~note ~~Financial~~is ~~Statements~~currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. On October 2016, the holder of the promissory note filed suit against the Company for payment of the promissory. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,649. 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.

~~December~~On January 14, 2016, the Company borrowed $50,000 from a then director, in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to December 31, 2016, with all other terms remaining in effect. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory note, including accrued interest, into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. At June 30, 2017, the Company owes $50,000 on the promissory note plus accrued interest of $3,649. On November 5, 2018, the Company paid the note holder $50,000 in complete satisfaction of the debt.

~~(Unaudited)~~Line-of-Credit

~~Warrants~~The Company has a line-of-credit with a bank in the original amount of $350,000 collateralized by certain oil and gas properties of the Company. Annual interest is at prime plus 2.50% with a floor of 7%. At June 30, 2017, the Company owes $111,914 plus accrued interest of $6,795. The line-of-credit matured in November 2016 and is in default.

~~During May~~Short 2016, the Company issued a warrant exercisable for 350,000 shares of the Company’s common stock in exchange for business development services pursuant to a Consulting Agreement. The warrant has a term of 3 years and an exercise price of $2.00 per share.Term

~~Using the~~On ~~Black-Scholes~~a ~~option~~short-~~pricing~~term ~~model~~basis, ~~the~~we have ~~warrant~~not ~~was~~generated ~~found~~revenues sufficient to ~~have~~cover aoperations. ~~fair~~Based ~~value~~on ofprior ~~$207~~history,~~200.~~ ~~Assumptions~~we ~~used~~will incontinue ~~the~~to ~~pricing~~have insufficient revenue ~~were:~~to satisfy current and recurring liabilities.

Volatility	89.00	%
Expected Warrant Term	1 year
Risk-free interest rate	.25	%
Expected dividend yield	0.00	%

Capital Resources

~~As the~~The ~~warrant was issued for services to be rendered under a 3 year Consulting Agreement and the~~ Company ~~was~~has ~~amortizing~~only ~~over the period of the agreement. In December 31, 2016, the Consulting Agreement was cancelled at that~~equity ~~time the Company recognized the remaining $165,054~~ as ~~consulting~~its ~~expense~~capital resource.

~~During December~~We ~~2016,~~have ~~the~~no ~~Company~~material ~~issued warrants exercisable~~ commitments for ~~500,000~~capital ~~shares~~expenditures ofwithin the ~~Company’s~~next ~~common stock in exchange for business development services pursuant to Consulting Agreements~~year. ~~The warrants have terms of 3 years and an exercise price of $0.55 per share.~~

~~Using the Black-Scholes option-pricing model, the warrants were found to have a fair value of $296,500. Assumptions used in the pricing were:~~24

Volatility	100.00	%
Expected Warrant Term	1 year
Risk-free interest rate	.85	%
Expected dividend yield	0.00	%

Table of Contents

~~As the~~Need ~~warrants were issued~~ for ~~services~~Additional ~~to be rendered under a 1 year Consulting Agreement, the Company is amortizing them over~~Financing ~~a 1 year period and has recognized $16,737 in equity compensation for the three months ended December 31, 2016.~~

~~The~~We do not have capital sufficient ~~following~~to ~~table~~meet ~~summarizes~~our ~~the~~cash ~~non-qualified~~needs. ~~stock~~The ~~option~~Company ~~and~~will ~~warrant~~have ~~activity~~to asseek ofloans ~~and~~or ~~for~~equity ~~the~~placements ~~nine~~to ~~months~~cover ~~ended~~such ~~December~~cash ~~31, 2016:~~needs.

	Number of			Weighted
	Options/			Average
	Warrants			Exercise Price
Outstanding at
beginning of year
Options		1,127,750		$	0.018
Warrants		1,351,877		$	0.080
Granted
Options		1,812,500		$	0.25
Warrants		850,000		$	0.871
Exercised
Options		(225,000	)	$	0.100
Warrants		-		$	-
Cancelled
Options		-		$	-
Warrants				$	-
Outstanding at December 31,
Options		2,290,250		$	0.80
Warrants		2,201,877		$	1.23
Exercisable at December 31,
Options		1,663,583		$	0.21
Warrants		2,201,877		$	1.34

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

Weighted average			Aggregate
remaining contractual			Intrinsic
life	Life		Value
Options		2.63	$	5,300,680
Warrants		2.67	$	2,638,671

Off-Balance Sheet Arrangements

~~The aggregate~~We ~~intrinsic~~have ~~value~~no ofmaterial ~~outstanding securities is the amount by which the fair value of underlying (common) shares exceed~~off-balance ~~the~~sheet ~~amount~~arrangements ~~paid~~nor ~~for~~do ~~and~~we ~~the~~have ~~exercise~~any ~~price~~unconsolidated ~~of the options and warrants issued and outstanding~~subsidiaries.

~~Note 10~~Critical –Accounting ~~Commitments and Contingencies~~Policies

~~Operating~~Critical accounting policies and estimates ~~Lease~~are provided in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017, in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8 – Financial Statements and Supplementary Data. Additional disclosures are provided in Notes to Consolidated Financial Statements (unaudited) which are included in Item 1 – Consolidated Financial Statements to this Quarterly Report.

~~The Company~~Item ~~leases an office space in Colorado at the rate of $4,572 per month and the lease expires in August 2017~~3. InQuantitative ~~addition, the Company leases an office space in Wyoming at the rate of $5,838 per month~~ and ~~the~~Qualitative ~~lease~~Disclosure ~~expires~~About inMarket June 2019. In addition, the Company leases a corporate apartment at a rate of $1,990 per month and the lease was terminated in January 2017. Total rent expense under these leases for the nine months ended December 31, 2016 is $111,600.Risk

22As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

~~T-REX OIL,~~Item ~~INC~~4. ~~AND~~Controls ~~SUBSIDIARIES~~and Procedures

~~Notes~~We conducted an evaluation Tounder the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The ~~Consolidated~~term ~~Financial~~“disclosure controls ~~Statements~~and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We identified multiple material weaknesses in our internal control over financial reporting and, as a result of this material weakness, we concluded as of June 30, 2017, that our disclosure controls and procedures were not effective.

~~December 31,~~Internal ~~2016~~Control-Integrated Framework

~~(Unaudited)~~A material weakness is a control deficiency, or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. As of June 30, 2017, and as determined in the fiscal year ended March 31, 2017, the Company identified the following material weakness:

The ~~following~~ isCompany adid ~~schedule~~not adequately segregate the duties of ~~minimum~~different ~~future~~personnel ~~rental~~within ~~annual~~our ~~payments~~accounting ~~under~~department ~~the~~due ~~operating~~to ~~lease~~an ~~for~~insufficient ~~the~~complement ~~stated~~of ~~fiscal~~staff ~~year~~and ~~ends:~~inadequate management oversight.

3/31/2017		49,108
3/31/2018		83,111
3/31/2019		62,940
3/31/2020		15,735
	$	210,894

~~Employment Agreements~~25

~~In August~~Table ~~2016, the Company entered in to an Employment Agreement for services with its Chief Executive Officer, 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. It also provides for an annual bonus as determined by the board of directors.~~Contents

~~In August~~Officer ~~2016,~~has involvement in the ~~Company~~creation ~~entered~~and inreview toof anjournal ~~Employment~~entries ~~Agreement~~and ~~for~~note ~~services~~disclosures ~~with~~without ~~its~~adequate ~~Vice~~independent ~~President~~review ofand ~~Geology~~authorization. This control deficiency is pervasive in nature and ~~director~~impacts all significant accounts. ~~The Employment~~This ~~Agreement~~control ~~has~~deficiency aalso ~~term~~affects ofthe ~~has~~financial areporting process ~~term~~including offinancial 3statement ~~years~~preparation and ~~provides~~the ~~for~~related annote ~~annual~~disclosures. ~~compensation~~Other significant control deficiencies at this time are lack of ~~$195,000~~independent review and aapproval ~~monthly~~of ~~car allowance~~journal ofentries ~~$600.~~before Itthey ~~also~~are ~~provides~~entered ~~for~~into anthe ~~annual~~general ~~bonus~~ledger, asnot ~~determined~~effectively implementing bycomprehensive entity-level controls, and the ~~board~~Company has not implemented procedures for timely review and approval of ~~directors~~bank reconciliations.

~~In August~~As ~~2016, the Company’s subsidiary Terex Energy entered in to an Employment Agreement for services with its Vice President of Operations and director. The Employment Agreement has~~ a ~~term~~result of ~~has~~the ~~a term of 3 years and provides for an annual compensation~~aforementioned ofmaterial ~~$195~~weakness,~~000~~ ~~and~~management aconcluded ~~monthly~~that ~~car~~the ~~allowance~~Company’s ofinternal ~~$600.~~control Itover ~~also~~financial ~~provides~~reporting ~~for an annual bonus~~ as ~~determined~~of byJune ~~the~~30, ~~board~~2017 was ofnot ~~directors~~effective.

~~Consulting~~Changes in Internal Control ~~Agreement~~over Financial Reporting

~~The Company~~There ~~entered~~have inbeen tono achanges in ~~three-year~~our ~~agreement~~internal ~~effective~~control ~~August~~over 1,financial ~~2016~~reporting ~~with~~during athe ~~consultant~~most torecently ~~perform~~completed ~~services~~fiscal atquarter ~~the~~that ~~base~~have ~~rate~~materially ~~of $195~~affected,~~000~~ or ~~per~~are ~~year~~reasonably ~~under~~likely ~~certain~~to ~~terms~~materially ~~and~~affect, ~~conditions~~our ~~including~~internal ~~with~~control anover ~~auto~~financial ~~allowance of $600 per month~~reporting.

~~Farmout Agreement~~PART II - OTHER INFORMATION

~~On June~~ITEM ~~25, 2015, the Company entered into a Farmout Agreement with Red Hawk Oil Exploration, Inc~~1., anLEGAL entity in which a then officer and director was an officer of, to drill 3 new wells in the Shannon Formation of the Cole Creek Unit in Natrona and Converse Counties, Wyoming. The farmout has a provision that within 6 months of the farmout, drilling locations would be identified and Applications for Permit and Drill (APDs) for 3 wells filed. The farmout further provided for the new drills to commence within 24 months.PROCEEDINGS

InThere ~~January~~is ~~2016,~~no ~~the~~ongoing ~~Company entered~~litigation ~~into~~to ~~a new Farmout Agreement with Red Hawk with essentially the same terms~~ which ~~require the commencement of drilling~~ ~~by January 2018. Subsequently, our former Executive Vice President, who was also a principal with Red Hawk, advised that we should wait to file~~ the ~~APD’s until we had the benefit of the reprocessed seismic data. In December 2016, the~~ Company ~~filed~~is ~~3 APD’s with the State of Wyoming as a part of the process to secure the permits required to drill~~subject.

~~Litigation~~ITEM 1A. RISK FACTORS

~~Debt~~As a “smaller reporting company” ~~Litigation~~as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended March 31, 2017, which risk factors are incorporated herein by this reference.

~~On October~~ITEM 26, 2016, a former officer and director of the Company filed suit with the District Court, City and County of Denver for payment of the $50,000 borrowed on January 14, 2016. The Company, in exchange for $50,000 issued a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder had the right at any time prior to payment of the promissory note to 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, requested an extension of the due date of the promissory note. The Company at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2~~,788~~. ~~The~~UNREGISTERED ~~Company~~SALES ~~has~~OF ~~accounted~~EQUITY ~~for~~SECURITIES ~~both~~AND ~~the~~USE ~~note~~OF ~~and continues to accrue interest on the note pursuant to the terms of the note.~~PROCEEDS

~~The Company has filed a counterclaim in the suit~~NONE.

~~BMO Holdings~~ITEM ~~Litigation~~3. DEFAULTS UPON SENIOR SECURITIES

On October 31, 2016, BMO Holding, LLC (“BMO Holding”) filed suit against the Company in the Supreme Court of the State of New York, New York County, alleging a breach of alleged contract resulting from certain business negotiations with the Company revolving around the purchase of oil and gas properties in Wyoming by an affiliated entity of BMO HoldingNONE. The suit seeks the fulfillment of the alleged contract and unspecified damages to be determined by jury. At the time of this filing, the Company has filed a Motion to Dismiss due to a lack of jurisdiction and failure to state a claim.

~~We have~~ITEM ~~not accrued any liability because the range of possible loss, if any, cannot be determined at this early stage of the litigation~~4. We ~~intend~~MINE toAND ~~defend~~SAFETY ~~this lawsuit vigorously, but the outcome of this matter is inherently uncertain and may have a material adverse effect on our financial position, results of operations and cash flows.~~DISCLOSURE

23NOT APPLICABLE.

~~T-REX OIL,~~ITEM ~~INC~~5. ~~AND~~OTHER ~~SUBSIDIARIES~~INFORMATION

~~Notes To The Consolidated Financial Statements~~NONE.

~~December 31, 2016~~26

~~(Unaudited)~~Table of Contents

~~Note 11~~ITEM –6. ~~Related Party Transactions~~EXHIBITS

~~T-Rex~~The following is a complete list of ~~Oil~~exhibits ~~LLC~~filed #1as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

The Company is the manager of T-Rex Oil LLC #1 that was formed during December 2014 for purposes of drilling and producing oil and gas wells. During the year ended March 31, 2015, the Company loaned the LLC $50,000 and at March 31, 2016 and 2015, the Company is owed $0 and $50,000, respectively.

Exhibit No		Description of Exhibits

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.*
31.2		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act.*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S. C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.*
32.2		Certification of Chief Accounting Officer pursuant to 18 U.S. C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.*
101.INS		XBRL Instance Document^(*)
101.SCH		XBRL Taxonomy Extension Schema Document^(*)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document^(*)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document^(*)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document^(*)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document^(*)

~~The Company~~* inFiled December 2014 entered in to put agreements with the members of T-Rex #1 whereby the Company granted a right to put the purchase of their interest of T-Rex #1 in the amount of $425,000 back to the Company at an exercise price of $2herewith.~~00 per share or a total of 212,500 shares of the Company’s common stock.~~

~~In August 2016, the members exercised the put at $1.00 per share and a total of 425,000 shares of restricted common stock were issued.~~27

~~As a~~Table ~~result, the Company became the sole equity holder in LLC#1, a review~~ of LLC#1’s operational status has lead management to take an immediate impairment on the value of the equity of $425,000 which has been expensed as an asset impairment charge. The Company, as part of the dissolution of LLC#1, has forgiven $24,502 of intercompany debt.Contents

~~T-Rex Oil LLC #3~~SIGNATURES

~~The Company~~Pursuant isto the ~~manager~~requirements of ~~T-Rex Oil LLC #3 that was formed in January 2016 for~~ the ~~purpose of acquiring and developing oil and~~ ~~gas~~Securities ~~leases~~Exchange ~~known~~Act asof 1934, the ~~Cole~~registrant ~~Creek~~has ~~properties~~duly incaused ~~Wyoming.~~this ~~T-Rex~~report ~~Oil~~to ~~LLC~~be #3signed ison ~~included~~its asbehalf ~~part~~by of the ~~consolidated~~undersigned ~~financial statements~~thereunto asduly ~~of and for the nine months ended December 31, 2016~~authorized. ~~See Note 1 – Organization and History.~~

Note 12 – Subsequent Events

	T-REX OIL, INC.

Dated: December 4, 2019	By:	/s/ Donald Walford
		Donald Walford,
		Chief Executive Officer

	By:	/s/ Donald Walford
		Donald Walford
		Acting Chief Financial Officer

~~Option Cancellation and Issuance~~28

Subsequent to the quarter ended December 31, 2016, the Company determined that it would be unable to get a valuation under 409A within the allotted timeframe, so options exercisable for 1,480,000 shares were cancelled. During January 2017, the Company issued new options to these individuals with the exercise price set at the current market price of $0.62 per share on the grant date. The Company intends to recognize the expenses in connection with the issuance during the 4th fiscal quarter.

The Company has evaluated events up to the filing date of these interim financial statements and determined that no subsequent event activity required disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated 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, 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, or on our behalf. We disclaim any obligation to update forward-looking statements.

Unless the context requires otherwise, references in this document to “T-Rex Oil”, “we”, “our”, “us” or the “Company” are to T-Rex Oil, Inc. and our subsidiaries.

The independent registered public accounting firm’s report on the Company’s financial statements as of March 31, 2016, 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.

PLAN OF OPERATIONS

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.

We are focusing on the acquisition of proven properties that we believe can be economically enhanced in this current commodity price environment. In certain market conditions, we believe there could be additional upside realized through the development of deeper productive horizons, or applying tertiary recovery applications to these acquired fields.

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

In December 2016, we started our recompletion program in its Cole Creek Field, in the Powder River Basin, Wyoming. The recompletion program encompasses the identification of additional production from formations in existing well bores and then gaining such production through re-work methods. We performed re-work on the first of such well bores, moving from the Second Frontier Formation to the First Frontier Formation. The Company is awaiting final results of pumping efforts.

Our acquisition strategy includes taking older wells that are shut in or have lower production results and applying new and existing technologies to work-over and/or recomplete those wells so as to increase production and ultimate recovery. Technologies to be deployed include 3-D seismic imaging to target undeveloped areas of the reservoir that contain remaining primary reserves and horizontal drilling to increase recoveries, as well as secondary and tertiary recovery methods to increase produced reserves.

Nexfuels Spin-off

On July 11, 2016, Nexfuels, Inc. (“Nexfuels”), as a wholly-owned subsidiary of the Company in the State of Colorado. 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.

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

Shareholders of T-Rex, as of the Record Date of August 19, 2016, will receive one share of Nexfuels common stock for every two shares (2) of T-Rex common stock owned. The stock dividend will be based upon 17,097,622shares of T-Rex common stock that were issued and outstanding as of the Record Date.

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

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

1. The idea, concept 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.

An analysis of the items assigned to Nexfuels by the Company showed that the Company in accordance with its accounting policies had not capitalized none of the direct or indirect costs associated with the MOUs, the feasibility study or any of the other interests in the project. As such, the Company did not recognize a gain or loss in connection with the Nexfuels spin-off.

Nexfuels Warrant

On October 15, 2016, Nexfuels issued a warrant exercisable for 1,056,000 shares of the common stock of Nexfuels to the Company in return for accounting and staff services over a six-month period (“Nexfuels Warrant”). The Nexfuels Warrant has an exercise price of $1.25 per share and an expiration date of February 15, 2017. The Nexfuels Warrant is both assignable and transferable. The Company has valued the warrant at $45,000 or $7,500 per month for services.

In November 2016, the Company assigned 50,000 warrants to a third party as part of the issuance of a $300,000 convertible promissory note. At December 31, 2016, the Company holds 1,006,000 in warrants of Nexfuels valued at $43,513.

Promissory Note and Stock Sale

On November 3, 2016, the Company in exchange for $300,000 cash issued a convertible promissory note. The promissory note has an interest rate of 12% per annum and a due date of January 31, 2017, which has been extended to May 1, 2017. The promissory note is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the Company issued the holder of the promissory note 75,000 shares of its restricted common stock and agreed to transfer to the holder 50,000 warrants from Nexfuels warrant held by the Company. At December 31, 2016, the Company has recognized accrued interest of $5,720.

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

RESULTS OF OPERATIONS

For the Three Months Ended December 31, 2016 and December 31, 2015

Overview. During the three months ended December 31, 2016, the Company recognized a net loss of $1,073,304 compared to a net loss of $1,504,405 for the three months ended December 31, 2015. The decrease of $431,101 is primarily the result of an increase in oil sales, resulting from an increase in production and price and a decrease in general and administrative expenses and an increase in other income and expense. Discussions of individually significant line items follow:

Revenues: During the three months ended December 31, 2016, the Company recognized revenues of $300,015 compared to $102,612 during the three months ended December 31, 2015. Management expects to see continued increases in its production numbers as it begins to institute re-work plans during the year and from the Company’s purchase of outstanding working interests in these properties during April 2016.

Operating Expenses: During the three months ended December 31, 2016, the Company had a decrease of $402,800 in total operating expenses as a result of the following:

General and administrative expenses decreased by $178,296 primarily as a result of increases in staffing and costs associated with reporting requirements. Depletion, depreciation, amortization and accretion decreased by $237,081 and production taxes decreased by $38,106. Amortization of $89,032 in connection with the issuance of 1,480,000 options to officers, directors and employees was also recognized during the three months ended December 31, 2016.

Other Income (Expense): The Company recorded interest expense of $179,411 for the three months ended December 31, 2016 compared to $10,364 for the three months ended December 31, 2015. This increase of $169,047 was primarily due to the recognition of $90,516 discount to the issuance of a $300,000 convertible promissory note. The $300,000 convertible promissory note had the following associated costs allocated to it a beneficial conversion feature of $39,278 was recorded as additional paid-in-capital. In addition to the Beneficial Conversion Feature, 75,000 shares of restricted common stock were valued at $71, 250, but allocated $49,752 to the note and the Nexfuels warrant was valued at $1,486.

For the Nine Months Ended December 31, 2016 and December 31, 2015

Overview. During the nine months ended December 31, 2016, the Company recognized a net loss of $3,120,103 compared to a net loss of $2,995,105 for the nine months ended December 31, 2015. The decrease of $124,998 is primarily the result of an increase in oil sales offset by an decrease in operational activities. Discussions of individually significant line items follow:

Revenues: During the nine months ended December 31, 2016, the Company recognized revenues of $1,020,403 compared to $390,705 during the nine months ended December 31, 2015. Increases were a result of increases in production and pricing during the quarter ended December 31, 2016. Management expects to see continued increases in its production numbers as it begins to institute re-work plans during the year.

Operating Expenses: During the nine months ended December 31, 2016, the Company had an increase of $579,745 in total operating expenses as a result of the following:

An increase in costs of $968,289 related to its oil and gas operational activities as a result of its take over of the operations of the T-Rex Oil LLC#3 properties. General and administrative expenses increased by $264,428 primarily as a result of increases in staffing and costs associated with reporting requirements. Depletion, depreciation, amortization and accretion decreased by $598,276 and production taxes increased by $13,982 and amortization of $130,832, in connection with the issuance of 1,480,000 options to officers, directors and employees.

The Company is the manager of T-Rex Oil LLC #1 (“T-Rex #1”) that was formed during December 2014 for the purpose of drilling and producing oil and gas wells in western Nebraska. The Company in December 2014 entered into put agreements with the members of T-Rex #1 whereby the Company granted a right to put the purchase of their interest of T-Rex #1 in the amount of $425,000 back to the Company at an exercise price of $2.00 per share or a total of 212,500 shares of the Company’s common stock.

In August 2016, the members exercised the put at $1.00 per share and a total of 425,000 shares of restricted common stock were issued. As a result, the Company became the sole equity holder in LLC#1, a review of LLC#1’s operational status has lead management to take an immediate impairment on the value of the equity of $425,000 which has been expensed as an asset impairment charge.

Other Income (Expense): The Company recorded interest expense of $210,491 for the nine months ended December 31, 2016 compared to $79,739 for the nine months ended December 31, 2015. This increase of $130,752 was primarily due to the recognition of $90,516 discount to the issuance of a $300,000 convertible promissory note, discussed previously.

LIQUIDITY

We have incurred a net loss of $3,120,103 for the nine months ended December 31, 2016 and have had a limited operating history.

During the nine months ended December 31, 2016, the Company as part of a private placement sold 99,378 shares of its restricted common stock for $74,613 in cash and 378,510 shares for $567,164 in cash. During the nine months ended December 31, 2016, the Company issued 175,000 shares or restricted common stock in connection with the cash exercise of $17,500 and 50,000 shares in connection with the exercise of an option as payment of debt of $2,000. Further, during the nine months ended December 31, 2016, the Company issued shares and warrants for services valued at $313,437.

On November 3, 2016, the Company in exchange for $300,000 cash issued a convertible promissory note. The convertible promissory note has an interest rate of 12% per annum and a due date of January 31, 2017, which has been extended to May 1, 2017. The $300,000 convertible promissory note is discussed in further detail below.

The Company will need substantial additional capital to support its proposed future energy operations. While we recognize revenues from our oil operations, they are not sufficient to support operations. The Company has no committed source for any funds, but as of December 31, 2016, we have $130,051 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.

Decisions regarding future participation in oil and gas development or geophysical studies or other activities will be made on a case-by-case basis. We may, in any particular case, decide to participate or decline participation. If participating, we may pay our proportionate share of costs to maintain our proportionate interest through cash flow or debt or equity financing. 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 $1,279,389 during the nine months ended December 31, 2016 that was adjusted by non-cash items including: depreciation, depletion, amortization and accretion of $164,672, equity based compensation of $264,589, common stock and warrants issued for services of $313,437, issuance of shares with convertible promissory note of $49,753, gain on forgiveness of debt of $24,502 and an asset impairment of $425,000.

The Company used cash flows in investing activities of $268,535 during the nine months ended December 31, 2016 that was primarily comprised of: additions to oil and gas properties of $268,498 and additions to other assets of $37.

The Company was provided cash flows from financing activities of $1,249,771 during the nine months ended December 31, 2016 through $659,277 from the sale of restricted common stock, the cash exercise of options and the cash contribution of a director and shareholder of $200,000 and net proceeds from notes payable of $390,494.

Promissory Notes

The Company during the year ended March 31, 2016 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. The Company at December 31, 2016 owes a balance in the amount of $488,298 on one of the promissory notes plus accrued interest of $25,659 with the remaining three promissory notes being paid in full.

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

$300,000 Convertible Promissory Note

Pursuant to ASC 470-20, the Company recognized the difference from the conversion price of the $0.80 per share from the market price on the date of issuance of $0.95 per share (the difference between the fair value per share of its common stock and the conversion price) multiplied by the number of shares issuable upon conversion. This total Beneficial Conversion Feature of $56,250 was recorded as additional paid-in-capital. In addition to the Beneficial Conversion Feature, the 75,000 shares of restricted common stock were valued at $71, 250 and the Nexfuels warrant was valued at $2,128. The Company has recognized a total expense of $90,516 in connection with the discount of the note.

Secured Convertible Promissory Notes

On January 14, 2016, the Company borrowed $50,000 from a director and officer of the Company who resigned from the Company on September 14, 2016. The Company, in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory 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, requested an extension of the due date of the promissory note. On October 2016, the holder of the promissory note filed suit against the Company for payment of the promissory note (See Note 11). The Company at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2,788.

On January 14, 2016, the Company borrowed $50,000 from a then director, in exchange for a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to December 31, 2016, with all other terms remaining in effect. The note is currently in default. The default interest rate is 8%. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder may, at any time prior to payment of the promissory notes elect to convert all or any portion of the promissory 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 December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2,410.

On August 11, 2016, the Company borrowed $100,000 from a former director of the Company, who owns the 85.71% equity interest in LLC#3 in exchange for a promissory note including interest at the rate of 15% per annum with accrued and unpaid interest and principal due on August 11, 2017. During the term of the promissory note the Company has agreed to pay the holder 30% of the net revenues received from the sale of the oil from the Cole Creek properties, starting August 2016. The Company at December 31, 2016 owes $100,000 on the promissory note plus accrued interest of $5,836.

On April 25, 2016, LLC#3 borrowed $50,000 from a director of the Company, in exchange for a promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. On September 15, 2016, the holder of the note agreed to extend the due date of the promissory note to March 31, 2016, with all other terms remaining in effect. The LLC#3 at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $4,110.

Line-of-Credit

The Company has a line-of-credit with a bank in the 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%). The Company owes $106,103 on the line-of-credit at December 31, 2016.

Short Term

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

Capital Resources

The Company has only equity as its capital resource.

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

Need for Additional Financing

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

The Company will need substantial additional capital to support its proposed future energy operations. We have insufficient revenues to cover our corporate costs. The Company 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 future participation in exploration wells or geophysical studies or other activities will be made on a case-by-case basis. The Company may, in any particular case, decide to participate or decline participation. If participating, we may pay the proportionate share of costs to maintain the Company’s proportionate interest through cash flow or debt or equity financing. If participation is declined, the Company may elect to farmout, non-consent, sell or otherwise negotiate a method of cost sharing in order to maintain some continuing interest in the prospect.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements nor do we have any unconsolidated subsidiaries.

Critical Accounting Policies

Critical accounting policies and estimates are provided in our Annual Report on Form 10-K for the fiscal year ended March 31, 2016, in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8 – Financial Statements and Supplementary Data. Additional disclosures are provided in Notes to Consolidated Financial Statements (unaudited) which are included in Item 1 – Consolidated Financial Statements to this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 4. Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Chief Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We identified multiple material weaknesses in our internal control over financial reporting and, as a result of this material weakness, we concluded as of December 31, 2016, that our disclosure controls and procedures were not effective.

Internal Control-Integrated Framework

A material weakness is a control deficiency, or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. As of December 31, 2016 and as determined in the fiscal year ended March 31, 2016, the Company identified the following material weakness:

The Company did not adequately segregate the duties of different personnel within our accounting department due to an insufficient complement of staff and inadequate management oversight.

We have limited accounting personnel with sufficient expertise in generally accepted accounting principles to enable effective segregation of duties with respect to recording journal entries and to allow for appropriate monitoring of financial reporting matters and internal control over financial reporting. Specifically, the Acting Chief Accounting Officer has involvement in the creation and review of journal entries and note disclosures without adequate independent review and authorization. This control deficiency is pervasive in nature and impacts all significant accounts. This control deficiency also affects the financial reporting process including financial statement preparation and the related note disclosures. Other significant control deficiencies at this time are lack of independent review and approval of journal entries before they are entered into the general ledger, not effectively implementing comprehensive entity-level controls, and the Company has not implemented procedures for timely review and approval of bank reconciliations.

As a result of the aforementioned material weakness, management concluded that the Company’s internal control over financial reporting as of December 31, 2016 was not effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Debt Litigation

On October 26, 2016, a former officer and director of the Company filed suit with the District Court, City and County of Denver for payment of the $50,000 borrowed on January 14, 2016. The Company, in exchange for $50,000 issued a secured promissory note including interest at the rate of 5% per annum with accrued and unpaid interest and principal due at December 31, 2016. The promissory note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder had the right at any time prior to payment of the promissory note to 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, requested an extension of the due date of the promissory note. The Company at December 31, 2016 owes $50,000 on the promissory note plus accrued interest of $2,788. The Company has accounted for both the note and continues to accrue interest on the note pursuant to the terms of the note.

The Company has filed a counterclaim in the suit.

BMO Holdings Litigation

On October 31, 2016, BMO Holding, LLC (“BMO Holding”) filed suit against the Company in the Supreme Court of the State of New York, New York County, alleging a breach of alleged contract resulting from certain business negotiations with the Company revolving around the purchase of oil and gas properties in Wyoming by an affiliated entity of BMO Holding. The suit seeks the fulfillment of the alleged contract and unspecified damages to be determined by jury. At the time of this filing, the Company has filed a Motion to Dismiss due to a lack of jurisdiction and failure to state a claim.

We have not accrued any liability because of the range of possible loss, if any, cannot be determined at this early stage of the litigation. We intend to defend this lawsuit vigorously, but the outcome of this matter is inherently uncertain and may have a material adverse effect on our financial position, results of operations and cash flows.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. However, our current risk factors are set forth in our Annual Report on Form 10-K for the year ended March 31, 2016, which risk factors are incorporated herein by this reference.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period of October 1, 2016 through December 31, 2016, the Company made the following issuances of its equity securities.

DATE OF SALE

TITLE OF SECURITIES

NO. OF SHARES

CONSIDERATION

CLASS OF PURCHASER

November 2016

Convertible Promissory Note

300,000

Business Associate

November 2016

Common Shares

75,000

300,000 Convertible Promissory Note

Business Associate

December 2016

Warrants

500,000

Services

Business Associates

December 2016

Common Shares

125,000

Exercise of Warrant

Business Associate

Exemption from Registration Claimed

The above issuances 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”). The parties that purchased the unregistered securities was known to the Company and its management, through pre-existing business relationships and as a long standing business associate. The purchasers were 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 purchasers of the unregistered securities acquired such security for investment and not with a view toward distribution, acknowledging such intent to the Company. The certificate or agreement representing such securities that was issued contained a restrictive legend, prohibiting further transfer of the certificate or agreement representing such security, without such security either being first registered or otherwise exempt from registration in any further resale or disposition.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. MINE AND SAFETY DISCLOSURE

NOT APPLICABLE.

ITEM 5. OTHER INFORMATION

NONE.

ITEM 6. EXHIBITS

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No		Description of Exhibits
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.*
31.2		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act.*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S. C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.*
32.2		Certification of Chief Accounting Officer pursuant to 18 U.S. C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.*
101.INS		XBRL Instance Document(*)
101.SCH		XBRL Taxonomy Extension Schema Document(*)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document(*)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document(*)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document(*)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document(*)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	T-REX OIL, INC.
Dated: February 14, 2017	By:	/s/ Donald Walford
		Donald Walford, Chief Executive Officer
	By:	/s/ Kristi J. Kampmann
		Kristi J. Kampmann, Chief Accounting Officer

Filing Compare · T-REX OIL, INC.