UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q/A

Amendment
No. 1



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



For
the quarterly period ended December 31, 2016



Or



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



For
the transition period from _______________ to _______________



Commission
file number: 000-51425



T-REX
OIL, INC.

(Exact
name of registrant as specified in its charter)



|Colorado                                                          |  | 98-0422451                             
|----------------------------------------------------------------- |  | ---------------------------------------
|State or other jurisdiction
    of
 incorporation or organization |  | I.R.S. Employer
 Identification
    No.



| | 520
    Zang Street, Suite 250, Broomfield, CO 80021    | 
| | ------------------------------------------------------- | 
| | (Address of principal
    executive offices) (Zip Code) | 
| |                                                         | 
| | Registrant’s
    telephone number, including area code: | 
| | 720-502-4483                                            | 



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
[X] 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                     | [  ] | Smaller
    reporting company | [X] 
|(Do not check if a smaller reporting company) |      |                              



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

Yes
[  ] No [X]



APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS 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.



EXPLANATORY
NOTE



T-Rex
Oil, Inc. (the “Company”) is filing this amendment to its Quarterly report on Form 10-, filed with the Securities
and Exchange Commission on February 14, 2017 for the purpose of correcting the cover page of the document to indicate that the
Company has complied with Rule 405 of Regulation S-T.



All
of other information in this filing speaks as of the original date of the filing.


















SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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: April 19,
    2017 |                
|                          | By:            
|                          |                
|                          |