UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No.1





x
                  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended March 31, 2009


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





RANCHER ENERGY
CORP.


(Exact
name of registrant as specified in its charter)


Nevada
                98-0422451(State
      or other jurisdiction of
                  incorporation
      or organization)
                (I.R.S.
      Employer
                  Identification
      Number)


999-18th
Street, Suite 3400


Denver, Colorado
80202


(Address
of principal executive offices, including zip code)


(303)
629-1125


(Telephone
number, including area code)





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


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





Title
      of each class
              Name
      of Each Exchange
                On
      Which RegisteredCommon
      Stock, par value $0.00001 per share
              N/A




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes  ̈No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  ̈No x




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 (§ 229.405 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  ̈




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




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




Large
      accelerated filer
                   ̈  Accelerated
      filer  ̈Non-accelerated
      filer
                   ̈ (Do not check if
      a smaller reporting company)
                  Smaller reporting company  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈No x




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter ended September 30, 2008 was $16,722,025.




The
number of shares outstanding of the registrant’s common stock as ofJuly 24, 2009 was
119,516,723.




DOCUMENTS
INCORPORATED BY REFERENCE


Not
Applicable.





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on
Form 10-K for the fiscal year ended March 31, 2009, originally filed on July 14,
2009 (the “Original Filing”).  We are filing this Amendment to include
the information required by Part III and not included in the Original Filing as
we will not file our definitive proxy statement within 120 days of the end of
our fiscal year ended March 31, 2009.  Further, in connection with the
filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the
Exchange Act, we are including with this Amendment a currently dated
certification.  Except as described above, no other changes have been
made to the Original Filing.  The Original Filing continues to speak
as of the date of the Original Filing, and we have not updated the disclosures
contained therein to reflect any events which occurred at a date subsequent to
the filing of the Original Filing.





TABLE
OF CONTENTS




PAGE NO.PART III
                                            
                                            1Item 10.
                                            Directors,
      Executive Officers and Corporate Governance.
                                            1Item 11.
                                            Executive
      Compensation.
                                            4Item 12.
                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                                            7Item 13.
                                            Certain
      Relationships and Related Transactions, and Director
      Independence.
                                            10Item 14.
                                            Principal
      Accountant Fees and Services.
                                            11PART IV
                                            
                                            12Item 15.
                                            Exhibits,
      Financial Statement Schedules.
                                            12





As used in this document, references to
“Rancher Energy”, “our company”, “the Company”, “we”, “us”, and “our” refer to
Rancher Energy Corp. and its wholly-owned subsidiary.





PART
III





ITEM
10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Our
current directors and executive officers, their respective positions and ages,
and the year in which each director was first elected, are set forth in the
following table.  The expiration of each of their current terms as
directors of the Company expires at the next annual meeting of the Company’s
stockholders.





Name
              
              Age
              
              Positions Held
              
              Beginning of Term
                  of ServiceJohn
      Works
              
              55
              
              Director,
      President, Chief Executive Officer, Chief Financial
Officer
              
              May 18,
      2006William
      A. Anderson
              
              69
              
              Director
              
              April 20,
      2007Joseph
      P. McCoy
              
              58
              
              Director
              
              April 20,
      2007Patrick
      M. Murray
              
              66
              
              Director
              
              April 20,
      2007Myron
      (Mickey) M. Sheinfeld
              
              79
              
              Director
              
              April 20,
      2007Mark
      Worthey
              
              51
              
              Director
              
              February 16,
      2007Richard
      Kurtenbach
              
              54
              
              Chief
      Accounting Officer
              
              August
      27, 2007





The
following identifies the background information for our directors, officers and
other key employees.


1





John
Works - Director, President, Chief Executive Officer and Chief Financial
Officer





Mr. Works
has been our President, Chief Executive Officer and a member of our Board of
Directors since May 15, 2006. Mr. Works was also appointed Secretary and
Treasurer on June 24, 2008 and has served as our Chief Financial Officer since
August 3, 2007. Mr. Works brings over 25 years of experience in the global oil
and gas industry as a corporate executive, investment banker and lawyer focusing
on originating, structuring, financing and implementing domestic and
international oil and gas projects. Mr. Works was the founder and Managing
Director of Emerging Markets Finance International, LLC (EMFI) of Denver,
Colorado from March 2002 to May 2006. The firm was an emerging markets
international financial advisor and arranger, with oil and gas projects as its
core area of expertise. In 2005, Mr. Works served as President and Chief
Operating Officer of American International Depository & Trust and in 2001
Mr. Works served as Senior Vice President of International Producer Finance at
Shell Capital in Houston, Texas. From 1999 to 2001 Mr. Works was President and
Chief Executive Officer of The Rompetrol Group in Bucharest, Romania, one of
Romania’s largest privately-owned oil and gas companies. From 1997 to 1999 Mr.
Works served as Senior Vice President and Deputy Head of Project Finance
Advisory at the ABN Amro Bank in Amsterdam, the Netherlands. From 1996 to 1997
Mr. Works was Vice President, Emerging Markets, Former Soviet Union, at J.P.
Morgan's investment banking unit in London, England. Mr. Works served as Vice
President and Legal Relationship Manager from 1990 to 1996 in J.P. Morgan's New
York office involved in U.S. and global project advisory and merger and
acquisition assignments. Mr. Works began his career in 1982 and served as a
corporate finance attorney with several Wall Street firms including Shearman
& Sterling and Cahill Gordon & Reindel in New York. Mr. Works was
educated at the University of Denver College of Law (J.D. 1982), the Institut
d'Etudes Politiques de Paris (Certificat d'Etudes Politiques 1978), the
Universite de Paris-IV (Sorbonne) (Certificat de Langue Française 1977), and the
University of Kansas (B.A. 1977). Mr. Works is a U.S. national and is fluent in
English and French.





William
A. Anderson – Director





Mr.
Anderson has been a member of our Board of Directors since April 20, 2007. Mr.
Anderson has been a consultant for Eastman Dillon Oil and Gas Association since
January 2006. From 1989 through 2005, he was a founder and partner of Weller,
Anderson & Co. Ltd., a full-service stock brokerage firm. Prior to founding
Weller in 1989, Mr. Anderson held several senior executive positions, including
president of HARC Technologies, president of Rainbow Pipeline Company, president
of Farmers Oil Company, chief financial officer of ENSTAR Corporation, and
general partner and senior vice president of Blyth, Eastman, Dillon & Co.
Mr. Anderson has extensive corporate board experience, having served as a
director, committee chairman and/or committee member for a number of
organizations, including Far East Energy Corporation (a reporting company), Tom
Brown, Inc., NationsBank Houston, Northern Trust Bank of Texas, American Income
Life Insurance Company, Wing Corporation and Seven J-Stock Farm, Inc. He holds
an MBA from the Harvard Business School and a B.S. in Business Administration
from the University of Arkansas.





Joseph
P. McCoy – Director





Mr. McCoy
has been a member of our Board of Directors since April 20, 2007. From April
2005 to April 2006, Mr. McCoy was senior vice president and chief financial
officer of Burlington Resources Inc., one of the world’s largest independent oil
and gas companies prior to being acquired by ConocoPhillips in 2006. His
previous positions include vice president, controller, and chief accounting
officer of Burlington Resources (April 2001 to April 2005); vice president and
controller of Vastar Resources; and vice president finance, planning, and
control of ARCO Alaska, where he was employed for more than 20 years. Mr. McCoy
has been a member of the Board of Directors of Linn Energy, LLC, a reporting
company, since October 2007. He also has been a member of the Board of Directors
of BPI Energy Holding, Inc., a reporting company, since November 2007. Mr. McCoy
holds an MS in Accounting and an MBA from Northeastern University and a B.A. in
Economics from College of the Holy Cross. He is a CPA.





Patrick
M. Murray – Director





Mr.
Murray has been a member of our Board of Directors since April 20, 2007. In May
2007, Mr. Murray retired from his positions as CEO and Chairman of the Board of
Dresser, Inc., a worldwide industry leader in providing highly engineered
products for the global energy infrastructure, which positions he held since
April 2001. He had previously served as president of Dresser Equipment Group and
vice president, strategic initiatives as well as vice president, operations of
Dresser Industries. Prior assignments include president of Sperry-Sun Drilling
Services, controller of NL Industries, a manufacturing company, and various
financial and analyst positions with Exxon Company USA. Mr. Murray is currently
a member of the board of directors of the following reporting companies:
Precision Drilling Corp., Harvest Natural Resources, and Wellstream Holdings,
Plc., a London Stock Exchange listed company. In addition, Mr. Murray also
serves as a director on the following non-reporting entities: The Texas Business
Hall of Fame. the World Affairs Council of Dallas Fort Worth, the Board of
Regents of Seton Hall University, and the Advisory Board of the Maguire Energy
Institute of Southern Methodist University. He holds a B.S. in Accounting and an
MBA from Seton Hall.


2





Myron
(Mickey) M. Sheinfeld – Director





Mr.
Sheinfeld has been a member of our Board of Directors since April 20, 2007.
Since April 16, 2007, Mr. Sheinfeld has been counsel with King & Spalding
LLP, one of the world’s largest law firms. From April 2001 through mid-April
2007, Mr. Sheinfeld was senior counsel with Akin, Gump, Strauss, Hauer &
Feld LLP, and for more than 30 years prior to that assignment he was an attorney
and partner with Sheinfeld, Maley & Kay P.C. He is a former Assistant United
States Attorney for the Southern District of Texas, and has been an adjunct
professor of law with the University of Michigan, the University of Texas and
the University of Houston Schools of Law. His current board experience is
committee chairman and member roles on the board of Nabors Industries Ltd, a
reporting company. In addition, Mr. Sheinfeld is a director (and former
president) of the non-reporting entity, National Association of Corporate
Directors, the Tri Cities Chapter (Houston, Austin and San Antonio); and a
member of the board of governors of the non-reporting entity, The Downtown Club
Houston. Mr. Sheinfeld holds a B.A. from Tulane University and a J.D. from the
University of Michigan Law School.





Mark
Worthey – Director





Mr.
Worthey has been a member of our Board of Directors since February 16, 2007. He
was a founding officer of Denbury Resources Inc. since his employment there in
1992. In 2006, Mr. Worthey retired from Denbury Resources as Senior Vice
President—Operations, where he was responsible for all aspects of the company’s
field operations. Denbury Resources owns the largest reserves of CO2 used for
tertiary oil recovery east of the Mississippi River, is the largest oil and gas
operator in Mississippi, and holds key operating acreage in the onshore areas of
Louisiana, Alabama, and the Texas Barnett Shale. Mr. Worthey also worked at Coho
Resources from 1985 to 1992 as a geologist and then as an exploitation manager.
He also worked at Newport Petroleum as a geologist from 1984 to 1985. Mr.
Worthey served as a board member of Genesis Energy, L.P. from 2002 until 2006.
Mr. Worthey graduated from Mississippi State University with a B.S. in Petroleum
Geology in 1984.





Richard
Kurtenbach – Chief Accounting Officer





Richard
E. Kurtenbach, 54, became our Chief Accounting Officer on August 27, 2007. From
April 2004 to August 2007, Mr. Kurtenbach was Vice President—Administration and
Controller with publicly-traded Galaxy Energy Corporation where he was
responsible for all administrative and accounting functions, including
preparation of financial statements for SEC filings, internal controls and
Sarbanes-Oxley compliance, financial modeling and management of joint interest
activities for domestic and international drilling programs. From May 2003 to
March 2004, Mr. Kurtenbach was Accounting Supervisor— Financial Reporting for
Marathon Oil Company’s Powder River Business Unit, where he was responsible for
the preparation and analysis of the Unit’s monthly and quarterly financial
statements. From 2002 to 2003, Mr. Kurtenbach was self employed as a consultant
to small energy companies advising management on financial, accounting auditing
and taxation matters. From 1998 to 2001, Mr. Kurtenbach was the Finance and
Administrative Manager for Hilton Petroleum, where he was responsible for the
management of all financial, accounting and administrative matters for the
Canadian publicly traded company. From 1985 to 1997, Mr. Kurtenbach was
Manager—Commercial Services, American Region (1995-1997), Manager—Finance and
Administration (1987-1995), and Financial Controller (1985-1987) at Ampolex
(USA), Denver, Colorado, where he managed all financial accounting and
administrative matters for the domestic and South American operations for the
Australian publicly traded company. From 1983 to 1985, Mr. Kurtenbach was
Controller of Phelps Dodge Fuel Development Corporation. From 1980 to 1983, Mr.
Kurtenbach was Controller for Calvin Exploration Inc. in Denver, Colorado. From
1978 to 1980, Mr. Kurtenbach worked as a staff auditor at Price Waterhouse. Mr.
Kurtenbach received a B.S. in Accounting from Illinois State University in
Normal, Illinois (1978) and was licensed as a Certified Public Accountant in
Illinois in 1978 and Colorado in 1981.





Audit Committee.





Our Audit
Committee (the “Audit Committee”) was formed on May 31, 2007. The
responsibilities of our Audit Committee include overseeing our financial
reporting process, reporting the results of its activities to the Board of
Directors, retaining and ensuring the independence of our auditors, approving
services to be provided by our auditors, reviewing our periodic filings with the
independent auditors prior to filing, and reviewing and responding to any
matters raised by the independent auditors in their management letter. The
members of our Audit Committee are Messrs. McCoy (Chairman), Anderson and
Sheinfeld. A copy of our Audit Committee charter is included on our website at
http://www.rancherenergy.com/.
The Board of Directors has determined that Mr. McCoy meets the qualifications of
an “audit committee financial expert” as that term is defined in Regulation S-K
and the qualification of “financial sophistication” under NASDAQ
rules.


3





Compensation Committee. The
Compensation Committee reviews and recommends to the Board of Directors the
salaries, bonuses and prerequisites of our Company’s executive officers. The
Compensation Committee also reviews and recommends to the Board of Directors any
new compensation or retirement plans and administers such plans. The
Compensation Committee is comprised of three non-employee Board members, Messrs.
Murray (Chairman), Anderson and Worthey. A copy of our compensation committee
charter is included on our website at http://www.rancherenergy.com/.





Nominating and Corporate Governance
Committee. The Nominating and Corporate Governance Committee establishes
internal corporate policies and has the power to nominate persons to serve on
our Board of Directors. When considering potential director candidates for
nomination or election, this committee considers, among other things, a high
standard of personal and professional ethics, integrity and values, professional
experience, industry knowledge and a willingness to act in the best interests of
the Company. Potential candidates should be referred to the Chairman of the
Nominating and Corporate Governance Committee. The Nominating and Corporate
Governance Committee shall maintain a list of director candidates to consider
and propose to the Board of Directors, as required. The members of the
Nominating and Corporate Governance Committee are Messrs. Sheinfeld (Chairman),
McCoy, Murray and Worthey.  A copy of our nominating committee charter
is included on our website at http://www.rancherenergy.com/.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our
directors, executive officers and persons who own more than 10% of the Common
Stock to file initial reports of ownership (Forms 3) and reports of changes in
ownership of Common Stock (Forms 4 and Forms 5) with the Securities and Exchange
Commission.





Based
solely on a review of copies of such reports furnished to us and written
representation that no other reports were required during the fiscal year ended
March 31, 2009, we believe that all persons subject to the reporting
requirements pursuant to Section 16(a) filed the required reports on a timely
basis with the Securities and Exchange Commission (“SEC”).





Code
of Business Conduct and Ethics





We have
adopted a Code of Business Conduct and Ethics for our directors, officers, and
employees.  The Board expects all directors, as well as officers and
employees, to act ethically at all times and to adhere to the policies outlined
in our Code of Business Conduct and Ethics.  Our Code of Business
Conduct and Ethics can be found at http://www.rancherenergy.com/.





ITEM
11.   EXECUTIVE COMPENSATION.





Summary
Compensation Table





The
following table sets forth in summary form the compensation received by our
named executive officers who consist of the Chief Executive Officer and Chief
Financial Officer, Chief Accounting Officer, and former Chief Operating Officer
during the last two fiscal years.





Name and Principal Position
                            
                            Fiscal
                              Year
                            
                            Salary
                            
                            
                            Bonus
                            
                            
                            Option Awards
                              (A)
                            
                            
                            All Other
                              Compensation(B)
                            
                            
                            TotalJohn
      H. Works
                            
                            2009
                            
                            $
                            225,000
                            
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            13,800
                            
                            
                            $
                            238,800President,
      Chief Executive Officer and Chief Financial Officer
                            
                            2008
                            
                            $
                            225,000
                            
                            
                            $
                            22,500
                            
                            
                            $
                            —
                            
                            
                            $
                            13,800
                            
                            
                            $
                            261,300Richard
      E. Kurtenbach
                            
                            2009
                            
                            $
                            175,000
                            
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            11,800
                            
                            
                            $
                            186,800Chief
      Accounting Officer (D)
                            
                            2008
                            
                            $
                            105,449
                            
                            
                            $
                            17,500
                            
                            
                            $
                            94,756
                            
                            
                            $
                            3,599
                            
                            
                            $
                            221,304Andrew
      Casazza
                            
                            2009
                            
                            $
                            13,333
                            
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            14,621
                            
                            
                            $
                            27,954Chief
      Operating Officer (E)
                            
                            2008
                            
                            $
                            160,000
                            
                            
                            $
                            16,000
                            
                            
                            $
                            —
                            
                            
                            $
                            11,200
                            
                            
                            $
                            187,200


4





(A)           The
amount in this column reflects the total grant date fair value for financial
statement reporting purposes for awards granted in the fiscal year ended March
31, 2008, in accordance with FAS 123(R). Please refer to Note 7 of the Notes to
Financial Statements of our audited financial statements for the fiscal year
ended March 31, 2008, which begin on page F-18, for a discussion of the
assumptions made in the valuation of the stock option awards.





(B)           For
Mr. Works and Mr. Kurtenbach, Other Compensation represents auto allowances and
contributions to their respective 401(k) accounts. For Mr. Casazza, Other
Compensation represents auto allowances, contributions to his 401(k) account and
payment for accrued but unused vacation as of his termination.





(C)           Mr.
Works also served as a member of our Board of Directors for no additional
compensation.





(D)           Mr.
Kurtenbach was appointed our Chief Accounting Officer on August 3,
2007.





(E)           Mr.
Casazza resigned from his position as our Chief Operating Officer effective
April 30, 2008.





Employment
Agreements; Potential Payments Upon Termination or
Change-in-Control





Employment
Agreements





We
entered into an employment agreement with John H. Works, dated June 1,
2006, pursuant to which he agreed to become our President, Chief Executive
Officer, and a member of our Board of Directors.  The term of Mr.
Works’ agreement is two years, beginning May 1, 2006.  The
agreement shall automatically be renewed for two year terms unless prior to the
commencement of the additional term: (i) either party gives thirty-days’ written
notice of such party’s desire to terminate the agreement or (ii) the parties
cannot agree to mutually acceptable terms for the additional term.  We
amended Mr. Works’ employment agreement on March 14, 2007 pursuant to which we
pay him an annual salary of $225,000 per year.  Under Mr. Works’
agreement as amended, we reimburse him for out-of-pocket expenses incurred by
him up to $10,000 per month and pay him an automobile allowance of $400 per
month.  In conjunction with his employment and as an incentive to
become our President and Chief Executive Officer, we granted to Mr. Works, under
his employment agreement, an option to purchase 4,000,000 shares of our common
stock at a price of $0.00001 per share.  The options vested 1,000,000
shares upon grant and vested 250,000 shares quarterly thereafter, beginning June
1, 2006 through May 31, 2009.  As of May 31, 2009, all of Mr.
Works’ options to purchase 4,000,000 shares of our common stock have been
exercised.





On August
3, 2007, we entered into an employment agreement with Richard E. Kurtenbach to
become our Chief Accounting Officer. Pursuant to the employment agreement, Mr.
Kurtenbach will receive a base salary of $175,000 and a year end bonus to be
determined by our Board of Directors. Mr. Kurtenbach began his employment with
us on August 27, 2007 and he was granted on that date an option to purchase
450,000 shares of our common stock at an exercise price of $0.45 per share. The
options vests annually over a three-year period from the date of grant, and will
be exercisable for a term of five years, subject to early termination of Mr.
Kurtenbach’s employment with us. In addition, Mr. Kurtenbach is entitled to the
coverage or benefits under any and all employee benefit plans maintained by
us.





On
October 6, 2006, we promoted Andrew Casazza to Chief Operating Officer effective
October 3, 2006. In connection with this promotion, on October 23, 2006, we
entered into a three-year employment agreement ending on October 31, 2009 with
Mr. Casazza for his employment as our Chief Operating Officer. Under Mr.
Casazza’s employment agreement, Mr. Casazza was entitled to receive a base
salary of $100,000, which was subsequently increased on March 14, 2007 to
$160,000 per year. Mr. Casazza was eligible to receive a discretionary bonus for
each calendar year during the term and is entitled to the coverage or benefits
under any and all employee benefit plans maintained by us. On October 2, 2006,
we granted Mr. Casazza an option to purchase 750,000 shares of our common stock
at an exercise price of $1.75 per share. Mr. Casazza’s option vested 25% on the
date of grant and was to vest 25% on each anniversary date thereafter. Mr.
Casazza resigned his position as our Chief Operating Officer effective April 30,
2008.


5





Potential
Payments Upon Termination or Change-in-Control





Under Mr.
Works’ employment agreement, if Mr. Works’ employment is terminated by us for
cause, we are obligated to pay Mr. Works, within 30 days after the date of his
termination, a lump sum payment in the amount equal to the sum of the accrued
but unpaid base salary through the date of termination plus any unpaid approved
expenses. If Mr. Works’ employment is terminated by us without cause, we are
obligated to pay Mr. Works, within 30 days after the date of his termination, a
lump sum payment an amount equal to the sum of three months base salary plus any
unpaid approved expenses.





If we
terminate the employment of Mr. Kurtenbach for cause, we are obligated to pay
him no later than ten days following the date of termination, a lump sum equal
to Mr. Kurtenbach’s accrued base salary through the date of termination, and any
and all accrued vacation pay, and accrued benefits through the date of
termination. If we terminate the employment of Mr. Kurtenbach without cause or
if he resigns for good reason, Mr. Kurtenbach is entitled to receive (i) his
base salary accrued through the date of termination, (ii) any and all accrued
vacation and accrued benefits through the date of termination and (iii) his base
salary at the rate in effect on the date of notice of termination for a period
of six months thereafter.





The
following table describes and quantifies certain compensation that would become
payable under the existing employment agreements with our executive officers if
their employment had been terminated on March 31, 2009 by us without cause, or
by Mr. Works or Mr. Kurtenbach for good reason given each of their compensation
and service levels as of such date and, if applicable, based on our closing
stock price on that date:





By Company
                    Without Cause
                  
                  
                  By Officer for
                    Good ReasonMr.
      Works
                  
                  $
                  56,
      250
                  
                  
                  
                  —Mr.
      Kurtenbach
                  
                  $
                  87,500
                  
                  
                  $
                  87,500





Outstanding
Equity Awards at Fiscal Year-end Table





The
following table sets forth certain information regarding stock options held by
the named executive officers as of March 31, 2009.





Name
                  
                  Option AwardsNumber of
                    Securities
                    Underlying
                    Unexercised
                    Options (#)
                  
                  
                  Number of
                    Securities
                    Underlying
                    Unexercised
                    Options (#) (A)
                  
                  
                  Option Exercise
                    Price
                  
                  Option Expiration
                    DateExercisable
                  
                  
                  UnexercisableJohn
      H. Works
                  
                  
                  250,000
                  
                  
                  
                  250,000
                  
                  
                  $
                  0.00001
                  
                  NoneRichard
      E. Kurtenbach
                  
                  
                  150,000
                  
                  
                  
                  300,000
                  
                  
                  $
                  0.45
                  
                  8/27/12





(A) Mr.
Works’ options vested 250,000 shares quarterly for each quarter ended from
August 31, 2006 through May 31, 2009. Mr. Kurtenbach’s options vest 150,000
shares annually from August 27, 2008 through August 27, 2010.


6





Director
Compensation





We
compensated our non-employee Directors during our last fiscal year, which ended
March 31, 2009, using a mix of compensation, including: an annual retainer paid
in shares of common stock, meeting fees and committee chair fees. Directors who
are our employees receive no additional compensation for serving on the Board of
Directors.





Cash
Compensation and Equity Compensation





All
non-employee Directors receive $45,000 annual compensation, which is paid
quarterly in shares of our common stock and is priced at the fair market value
at the end of each fiscal quarter represented by the closing price on the last
trading day of the quarter. Each non-employee Director also receives $6,000 per
year, plus reasonable out of pocket expenses, to attend Board of Directors
meetings. If a non-employee Director is a member of a committee, he or she
receives $4,000 per year for committee meetings. A committee chairman receives
$6,000 per year, except the audit committee chairman receives $10,000 per year.
Meeting payments are made quarterly and a Director may receive stock in lieu of
cash under the 2006 Stock Incentive Plan, which will be computed using the ratio
of $1.50 of our common stock for each $1.00 to be paid in cash to the Director.
In addition to the above compensation, each non-employee director received in
conjunction with his joining the Board of Directors a stock grant of 100,000
shares of our common stock that vests 20% (20,000 shares) on the date of grant
with vesting 20% per year thereafter.





The
following table contains information pertaining to the compensation of our
non-employee Directors during the fiscal year ended March 31, 2009.





Name
                
                Fees Earned
                  Or Paid In
                  Cash
                
                
                Stock Awards
                  (A)
                
                
                Option
                  Awards
                
                
                All Other
                  Compensation
                
                
                TotalWilliam
      A. Anderson
                
                
                —
                
                
                $
                49,500
                
                
                
                —
                
                
                
                —
                
                
                $
                49,500Joseph
      P. McCoy
                
                
                —
                
                
                $
                56,250
                
                
                
                —
                
                
                
                —
                
                
                $
                56,250Patrick
      M. Murray
                
                $
                12,000
                
                
                $
                33,750
                
                
                
                —
                
                
                
                —
                
                
                $
                45,750Myron
      M. Sheinfeld
                
                $
                12,000
                
                
                $
                33,750
                
                
                
                —
                
                
                
                —
                
                
                $
                45,750Mark
      A. Worthey
                
                $
                3,500
                
                
                $
                44,250
                
                
                
                —
                
                
                
                —
                
                
                $
                47,750





(A)           Stock
Awards compensation reflects the grant date fair value as measured in accordance
with FAS 123(R). During the fiscal year ended March 31, 2009, each director
received the following shares of common stock during the last fiscal year as
fees for his service on our Board of Directors and committees (as the case may
be): Mr. Anderson received 797,840 shares; Mr., McCoy received 906,638 shares;
Mr. Murray received 543,982 shares; Mr. Sheinfeld received 543,982 shares; and
Mr. Worthey received 595,917 shares.





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





As of
July 24, 2009 there were 119,516,723 shares of common stock outstanding. The
following sets forth, as of July 24, 2009, the ownership of our common stock
held by each person who beneficially owns more than 5% of our common stock, each
of our directors, each executive officer, and all of our directors and executive
officers as a group. Except as otherwise indicated, all shares are owned
directly and the named person possesses sole voting and sole investment power
with respect to all such shares. Shares not outstanding but deemed beneficially
owned because a person or a member of a group has a right to acquire them within
sixty (60) days after July 24, 2009 are treated as outstanding only when
determining the amount and percentage owned by such person or such
group.


7





Name and Address of Beneficial Owner
                  
                  Number of Shares Beneficially
                    Owned (1) (2)
                  
                  
                  Percent of Common
                    Stock Outstanding (3)John
      H. Works, Director, President, Chief Executive Officer, Chief Financial
      Officer,
                    Secretary
      and Treasurer (4)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  3,350,000
                  
                  
                  
                  2.8
                  %William
      A. Anderson, Director (5)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  1,078,106
                  
                  
                  
                  *Joseph
      P. McCoy, Director (6)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  1,199,577
                  
                  
                  
                  1
                  %Patrick
      M. Murray, Director (7)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  761,345Myron
      (Mickey) M. Sheinfeld, Director (8)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  761,345
                  
                  
                  
                  *Mark
      A. Worthey, Director (9)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  872,183
                  
                  
                  
                  *Richard
      E. Kurtenbach, Chief Accounting Officer (10)
                    999-18thStreet, Suite
      3400
                    Denver,
      Colorado 80202
                  
                  
                  150,000
                  
                  
                  
                  *All
      Executive Officers and Directors as a Group (7 persons)
                  
                  
                  8,172,556
                  
                  
                  
                  6.8
                  %Hound
      Partners LLC, Hound Performance, LLC, Jonathan Auerbach. (11)
                    101
      Park Avenue, 48thFloor
                    New
      York, NY 10178
                  
                  
                  13,228,463
                  
                  
                  
                  11.07
                  %Hound
      Partners, LP, (12)
                    101
      Park Avenue, 48thFloor
                    New
      York, NY 10178
                  
                  
                  7,349,072
                  
                  
                  
                  6.15
                  %Hound
      Partners Offshore Fund, LP (13)
                    101
      Park Avenue, 48thFloor
                    New
      York, NY 10178
                  
                  
                  8,456,057
                  
                  
                  
                  7.07
                  %Persistency,
      Persistency Capital, LLC, Andrew Morris (14)
                    c/o
      1270 Avenue of the Americas, Suite 2100
                    New
      York, NY 10020
                  
                  
                  10,227,781
                  
                  
                  
                  8.56
                  %The
      Bessemer Group, Incorporated, Bessemer Trust Company, N.A.,
      Bessemer
                    Investments
      Management, LLC, Old Westbury Real Return Fund (15)
                  
                  
                  11,329,358
                  
                  
                  
                  9.48
                  %Sergei
      Stetsenko (16)
                    Paradeplatz
      4
                    Zurich
      8001 Switzerland
                  
                  
                  8,896,000
                  
                  
                  
                  7.44
                  %


*Less
than 1%





(1)  Under
SEC Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person’s actual ownership or voting power
with respect to the number of shares of common stock actually outstanding on the
date of this Proxy Statement.


8





(2)  Except
as indicated in the footnotes below, each person has sole voting and dispositive
power over the shares indicated.





(3)  Percentages
are based on an aggregate 119,516,723 shares issued and outstanding as of July
24, 2009.





(4)  Of
this total, Mr. Works does not claim beneficial ownership or control of 75,000
shares, which have been previously gifted by Mr. Works to a family member. Mr.
Works also has beneficial ownership and control over 25,000 shares of common
stock that are held by The David Works Family Trust of which he is the trustee
and 175,000 shares that are held by trusts for the benefit of his minor children
of which he is the trustee.





(5)  Includes
options held by Mr. Anderson to purchase 4,000 shares of Common Stock for $1.02
per share that will expire on April 20, 2017. 100,000 shares held directly by
Mr. Anderson are subject to the right of forfeiture and vested 20% (or 20,000
shares) upon grant and 20% on each one year anniversary thereafter. Mr. Anderson
also has beneficial ownership and control over 10,000 shares of common stock
held by Anderson Securities Corp.





(6)  Includes
options held by Mr. McCoy to purchase 4,000 shares of Common Stock for $1.02 per
share that will expire on April 20, 2017. 100,000 shares held by Mr. McCoy are
subject to the right of forfeiture and vested 20% (or 20,000 shares) upon grant
and 20% on each one year anniversary thereafter.





(7)  Includes
options held by Mr. Murray to purchase 4,000 shares of Common Stock for $1.02
per share that will expire on April 20, 2017. 100,000 shares held by Mr. Murray
are subject to the right of forfeiture and vested 20% (or 20,000 shares) upon
grant and 20% on each one year anniversary thereafter.





(8)  Includes
options held by Mr. Sheinfeld to purchase 4,000 shares of Common Stock for $1.02
per share that will expire on April 20, 2017. 100,000 shares held by Mr.
Sheinfeld are subject to the right of forfeiture and vested 20% (or 20,000
shares) upon grant and 20% on each one year anniversary thereafter.





(9)  Includes
options held by Mr. Worthey to purchase 10,000 shares of Common Stock for $1.63
per share that will expire on February 16, 2012.


100,000
shares held by Mr. Worthey are subject to the right of forfeiture and vested 20%
(or 20,000 shares) upon grant and 20% on each one year


anniversary
thereafter.





(10)  Mr.
Kurtenbach has options to purchase 450,000 shares of common stock at an exercise
price of $0.45 per share, which vest 33-1/3% on August 27, 2008, 33-1/3% on
August 27, 2009, and 33-1/3% on August 27, 2010. These options expire on August
27, 2012.





(11)  Jonathan
Auerbach, as managing member of Hound Performance, LLC, the general partner for
both Hound Partners, LP and Hound Partners Offshore Fund LP, has voting power
and investment control over shares of stock owned by Hound Partners LP and Hound
Partners Offshore Fund LP. Information obtained from a Schedule 13G filed
February 13, 2009.





(12)  Jonathan
Auerbach, as managing member of Hound Performance, LLC, the general partner for
both Hound Partners, LP and Hound Partners Offshore Fund LP, has voting power
and investment control over shares of stock owned by Hound Partners LP and Hound
Partners Offshore Fund LP. Includes Warrant to purchase 1,326,400 shares of
common stock at an exercise price of $1.50 per share and expire March 30, 2012.
Information obtained from a Schedule 13G filed February 13, 2009.





(13)  Jonathan
Auerbach, as managing member of Hound Performance, LLC, the general partner for
both Hound Partners, LP and Hound Partners Offshore Fund LP, has voting power
and investment control over shares of stock owned by Hound Partners LP and Hound
Partners Offshore Fund LP. Includes Warrant to purchase 1,340,266 shares of
common stock at an exercise price of $1.50 per share and expire March 30, 2012.
Information obtained from a Schedule 13G filed February 13,
2009.


9


(14)  Includes
warrants to purchase 3,333,333 shares of common stock at an exercise price of
$1.50 per share and expire March 30, 2012. Information obtained from a Schedule
13G filed February 13, 2009.
 
 (15)  Information
obtained from a Schedule 13D filed April 7, 2008.
 
 (16)  Information
obtained from a Schedule 13D filed February 5, 2009.
 
 Equity
Compensation Plan Information
 
 The
following table sets forth information as of March 31, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company that are authorized for issuance, aggregated as
follows:
  Plan Category
                        
                        Number of securities to be
                          issued upon exercise of
                          outstanding options,
                          warrants and rights
                          (a)
                        
                        
                        Weighted-
                          average
                          exercise
                          price of
                          outstanding
                          options,
                          warrants and
                          rights
                          (b)
                        
                        
                        Number of securities
                          remaining available for
                          future issuance under
                          equity compensation plans
                          (excluding securities
                          reflected in column (a))
                          (c)Equity compensation plans approved by security
      holders
                        
                        
                        576,000
                        
                        
                        $
                        0.61
                        
                        
                        
                        9,424,000Equity compensation plans not approved by security
      holders
                        
                        
                        500,000
                        
                        
                        $
                        0.00001Total
                        
                        
                        1,076,000
                        
                        
                        $
                        0.32
                        
                        
                        
                        9,424,000
 
 ITEM
13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
 
 Certain
Related Transactions
 
 Pursuant
to the employment agreements we have entered into with our executive officers,
we have the obligations under those agreements as more fully described in
“Executive Compensation” above.
 
 On April
20, 2007, our Board of Directors appointed Messrs. William A. Anderson, Joseph
P. McCoy, Patrick M. Murray, and Myron M. Sheinfeld as members of the Board of
Directors to serve until the next annual meeting of stockholders or their
successor is duly elected and qualified. We had no special arrangements, related
party transactions, or understandings with the foregoing appointed directors in
connection with their appointment to the Board of Directors, except that
compensation arrangements have been made as follows. On April 20, 2007, each
newly appointed director was granted an option to purchase 10,000 shares of our
common stock pursuant to our 2006 Stock Incentive Plan. The exercise price of
the initial grant was $1.02 per share, the fair market value of our common stock
on the date of grant. The option vests 20% (2,000 shares) on each one year
anniversary of the date of the initial grant and will be exercisable for a
ten-year term. Under our compensation arrangements with each director identified
above and Director Mark A. Worthey, each is entitled to receive annual grants of
options to purchase 10,000 shares priced at the future grant dates. On May 31,
2007, each of the directors identified above also received a stock grant of
100,000 shares of the Company’s common stock pursuant to a restricted stock
agreement that vests 20% (20,000 shares) on the anniversary date of grant per
year thereafter.
 
 On May
31, 2007, we granted 100,000 shares of our common stock pursuant to a restricted
stock agreement to Mr. Worthey with the same vesting terms as received by
Messrs. Anderson, McCoy, Murray and Sheinfeld described in the above paragraph.
The foregoing stock grant was made to align Mr. Worthey’s stock ownership
interests with Messrs. Anderson, McCoy, Murray and Sheinfeld. On February 16,
2007, in connection with Mr. Worthey’s election to our Board of Directors, we
also granted Mr. Worthey an option to purchase 10,000 shares of our common stock
pursuant to our 2006 Stock Incentive Plan. The exercise price is $1.63 per
share, the fair market value of our common stock on the date of grant. The
options vest 50% on the first anniversary date of the grant and 50% on the
second anniversary date of the grant, and have a five-year
term.
  10
  In
addition, each of our non-employee directors receives an annual retainer fee of
$45,000 payable in shares of our common stock, to be paid quarterly and priced
at fair market value at the end of each fiscal quarter. Each of our non-employee
directors will also receive $6,000 per year, plus reasonable out of pocket
expenses, to attend the quarterly Board of Directors meetings. If a non-employee
director is a member of a committee, he will receive $4,000 per year and a
committee chairman will receive $6,000 per year, except an audit committee
chairman will receive $10,000 per year. A director may receive stock in lieu of
cash, which will be computed using the ratio of $1.50 of the Company’s common
stock for each $1.00 to be paid in cash to the director. The following table
summarizes issuances of common stock pursuant to our Board compensation
arrangement in the aggregate:
 
 Date of Issue
                                            
                                            Number of Shares
                                              Issued
                                            
                                            
                                            Fair Market Value Per Share at
                                              Issue DateJune 30, 2007
                                            
                                            
                                            101,713
                                            
                                            
                                            $
                                            0.73September 30, 2007
                                            
                                            
                                            181,098
                                            
                                            
                                            $
                                            0.41December 31, 2007
                                            
                                            
                                            275,001
                                            
                                            
                                            $
                                            .027March 31, 2008
                                            
                                            
                                            190,385
                                            
                                            
                                            $
                                            0.39June 30, 2008
                                            
                                            
                                            239,514
                                            
                                            
                                            $
                                            0.31September 30, 2008
                                            
                                            
                                            495,000
                                            
                                            
                                            $
                                            0.15December 31, 2008
                                            
                                            
                                            2,653,845
                                            
                                            
                                            $
                                            0.026March 31, 2009 (1)
                                            
                                            
                                            0
                                            
                                            
                                            
                                            N/A
 
 (1) All
of the non-employee directors elected to forgo stock compensation for the
quarter ended March 31, 2009.
 
 The
Company has not implemented a formal written policy concerning the review of
related party transactions, but compiles information about transactions between
the Company and its directors and officers, their immediate family members, and
their affiliated entities, including the nature of each transaction and the
amount involved. The Audit Committee has responsibility for reviewing these
transactions.
 
 Director
Independence
 
 Our Board
of Directors is comprised of six individuals.  We have determined that
five of our directors (Messrs. Anderson, McCoy, Murray, Sheinfeld and Worthey)
are each an “independent director” as defined under the published listing
requirements of The NASDAQ Stock Market.
 
 ITEM
14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
 Auditor’s
Fees
 
 The
following table describes fees for professional audit services rendered by Hein,
our principal accountant, for the audit of our annual financial statements for
the years ended March 31, 2009 and March 31, 2008 and fees billed for other
services rendered by Hein during the 2009 and 2008 fiscal years.
 
 Type of Fee
                        
                        Fiscal 2009
                        
                        
                        Fiscal 2008Audit
      Fees (1)
                        
                        $
                        117,396
                        
                        
                        $
                        208,146Audit-Related
      Fees
                        
                        $
                        -
                        
                        
                        $
                        -Tax
      Fees (2)
                        
                        $
                        10,000
                        
                        
                        $
                        21,210All
      Other Fees
                        
                        $
                        -
                        
                        
                        $
                        -Total
                        
                        $
                        127,396
                        
                        
                        $
                        229,356
  11
  1.           Audit
Fees include the aggregate fees incurred by us for professional services
rendered by Hein for the audit of our annual financial statements, review of
financial statements included in our Forms 10-Q and 1933 Act filings for the
2009 and 2008 fiscal years.
 2.           Tax
Fees include the aggregate fees incurred by us for professional services
rendered by Hein for tax compliance and tax planning for the 2009 and 2008
fiscal years.
 
 Pre-approval Policies and
Procedures
 
 The Audit
Committee on an annual basis reviews audit and non-audit services performed by
the independent auditor. All audit and non-audit services are preapproved by the
Audit Committee, which considers, among other things, the possible effect of the
performance of such services on the auditors' independence. The Audit Committee
has considered the role of Hein in providing services to us for the fiscal years
ended March 31, 2009 and March 31, 2008 and has concluded that such services are
compatible with their independence as our auditors. In 2009 and 2008, 100% of
the Audit Related Fees, Tax Fees and All Other Fees were pre-approved by the
Audit Committee.
 
 PART
IV
 
 ITEM
15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
 (a)
Documents filed as a part of the report:
 
 (1)
              Index
      to Consolidated Financial Statements of the Company.  An “Index
      to Consolidated Financial Statements” has been filed as a part of the
      Original Filing beginning on page
F-1.
 
 (2)
              All
      schedules for which provision is made in the applicable accounting
      regulation of the SEC have been omitted because of the absence of the
      conditions under which they would be required or because the information
      required is included in the consolidated financial statements of the
      Registrant or the notes thereto.
 
 (3)
              Exhibits
      required to be filed by Item 601 of Regulation
  S-K.
 Exhibit
                  Description3.1
                  Amended
      and Restated Articles of Incorporation (1)3.2
                  Articles
      of Correction (2)3.3
                  Amended
      and Restated Bylaws (3)4.1
                  Form
      of Stock Certificate for Fully Paid, Non-Assessable Common Stock of the
      Company (4)4.2
                  Form
      of Registration Rights Agreement, dated December 21, 2006 (5)4.3
                  Form
      of Warrant to Purchase Common Stock (5)10.1
                  Employment
      Agreement between John Works and Rancher Energy Corp., dated June 1, 2006
      (6)10.2
                  Assignment
      Agreement between PIN Petroleum Partners Ltd. and Rancher Energy Corp.,
      dated June 6, 2006 (6)10.3
                  Loan
      Agreement between Enerex Capital Corp. and Rancher Energy Corp., dated
      June 6, 2006 (6)10.4
                  Letter
      Agreement between NITEC LLC and Rancher Energy Corp., dated June 7, 2006
      (6)10.5
                  Loan
      Agreement between Venture Capital First LLC and Rancher Energy Corp.,
      dated June 9, 2006 (7)10.6
                  Exploration
      and Development Agreement between Big Snowy Resources, LP and Rancher
      Energy Corp., dated June 15, 2006 (6)10.7
                  Assignment
      Agreement between PIN Petroleum Ltd. and Rancher Energy Corp., dated June
      6, 2006.(6)10.8
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan (8)10.9
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan Form of Option Agreement (8)10.10
                  Denver
      Place Office Lease between Rancher Energy Corp. and Denver Place
      Associates Limited Partnership, dated October 30, 2006 (9)10.11
                  Amendment
      to Purchase and Sale Agreement between Wyoming Mineral Exploration, LLC
      and Rancher Energy Corp. (10)
 
 12
 
 10.12
                  Product
      Sale and Purchase Agreement by and between Rancher Energy Corp. and the
      Anadarko Petroleum Corporation, dated December 15, 2006(11)10.13
                  Voting
      Agreement between Rancher Energy Corp. and Stockholders identified
      therein, dated as of December 13, 2006 (5)10.14
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan Form of Restricted Stock Agreement
      (12)10.15
                  First
      Amendment to Employment Agreement by and between John Works and Rancher
      Energy Corp., dated March 14, 2007 (13)10.16
                  Employment
      Agreement between Richard Kurtenbach and Rancher Energy Corp., dated
      August 3, 2007(14)10.17
                  Term
      Credit Agreement between Rancher Energy Corp. and GasRock Capital LLC,
      dated as of October 16, 2007 (15)10.18
                  Term
      Note made by Rancher Energy Corp. in favor of GasRock Capital LLC, dated
      October 16, 2007 (15)10.19
                  Mortgage,
      Security Agreement, Financing Statement and Assignment of Production and
      Revenues from Rancher Energy Corp. to GasRock Capital LLC, dated as of
      October 16, 2007 (16)10.20
                  Security
      Agreement between Rancher Energy Corp. and GasRock Capital LLC, dated as
      of October 16, 2007 (15)10.21
                  Conveyance
      of Overriding Royalty Interest by Rancher Energy Corp. in favor of GasRock
      Capital LLC, dated as of October 16, 2007 (15)10.22
                  ISDA
      Master Agreement between Rancher Energy Corp. and BP Corporation North
      America Inc., dated as of October 16, 2007 (15)10.23
                  Restricted
      Account and Securities Account Control Agreement by and among Rancher
      Energy Corp., GasRock Capital LLC, and Wells Fargo Bank, National
      Association, dated as of October 16, 2007 (15)10.24
                  Intercreditor
      Agreement by and among Rancher Energy Corp., GasRock Capital LLC, and BP
      Corporation North America Inc., dated as of October 16, 2007 (15)10.25
                  First
      Amendment to Denver Place Office lease between Rancher Energy Corp. and
      Denver Place Associates Limited Partnership, dated March 6, 2007 (13)10.26
                  Carbon
      Dioxide Sale & Purchase Agreement between Rancher Energy Corp. and
      ExxonMobil Gas & Power Marketing Company, dated effective as of
      February 1, 2008 (Certain portions of this agreement have been redacted
      and have been filed separately with the Securities and Exchange Commission
      pursuant to a Confidential Treatment Request). (16)10.27
                  Stay
      Bonus Agreements between Rancher Energy Corp. and John Works and Richard
      E. Kurtenbach and all of the Company’s employees, dated October 2,
      2008.(17)10.28
                  First
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated October 22, 2008.(18)10.29
                  Assignment
      Agreement between Rancher Energy Corp. and Merit Energy Company, LLC,
      dated March 18, 2009.(19)10.30
                  Termination
      of Carbon Dioxide Sale & Purchase Agreement between Rancher Energy
      Corp. and ExxonMobil Gas & Power Marketing Company, dated April 3,
      2009.(20)10.31
                  Second
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated April 30, 2009.(21)10.32
                  Third
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 8, 2009.(22)10.33
                  Fourth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 13, 2009.(23)10.34
                  Fifth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 19, 2009.(24)10.35
                  Sixth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 21, 2009.(25)10.36
                  Seventh
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 27 2009.(26)10.37
                  Eighth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated June 3, 2009.(27)31.1
                  Certification
      Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Executive
      Officer)*31.2
                  Certification
      Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Accounting
      Officer)*
  13
  * Filed
herewith.
 
 (1)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 3,
      2007.
 (2)
              Incorporated
      by reference from our Form 10-Q for the quarterly period ended September
      30, 2007.
 (3)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 18,
      2006.
 (4)
              Incorporated
      by reference from our Form SB-2 Registration Statement filed on June 9,
      2004.
 (5)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 27,
      2006.
 (6)
              Incorporated
      by reference from our Annual Report on Form 10-K filed on June 30,
      2006.
 (7)
              Incorporated
      by reference from our Current Report on Form 8-K filed on June 21,
      2006.
 (8)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 6,
      2006.
 (9)
              Incorporated
      by reference from our Current Report on Form 8-K filed on November 9,
      2006.
 (10)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 4,
      2006.
 (11)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 22,
      2006.
 (12)
              Incorporated
      by reference from our Annual Report on Form 10-K filed on June 29,
      2007.
 (13)
              Incorporated
      by reference from our Current Report on Form 8-K filed on March 20,
      2007.
 (14)
              Incorporated
      by reference from our Current Report on Form 8-K filed on August 7,
      2007.
 (15)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 17,
      2007.
 (16)
              Incorporated
      by reference from our Current Report on Form 8-K filed on February 14,
      2008.
 (17)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 3,
      2008.
 (18)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 23,
      2008.
 (19)
              Incorporated
      by reference from our Current Report on Form 8-K filed on March 24,
      2009.
 (20)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 9,
      2009.
 (21)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 30,
      2009.
 (22)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 11,
      2009.
 (23)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 14,
      2009.
 (24)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 20,
      2009.
 (25)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 22,
      2009.
 (26)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 28,
      2009.
 (27)
              Incorporated
      by reference from our Current Report on Form 8-K filed on June 5,
      2009.
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf
by the undersigned, thereunto duly authorized, this 28th day of July,
2009.
 
 RANCHER
      ENERGY CORP./s/ John WorksJohn
      Works, President, Chief Executive Officer, Principal
Executive
                  Officer,
      Chief Financial Officer, Director, Secretary, and
    Treasurer.
  14
 
 EXHIBIT
INDEX
 Exhibit
                  Description3.1
                  Amended
      and Restated Articles of Incorporation (1)3.2
                  Articles
      of Correction (2)3.3
                  Amended
      and Restated Bylaws (3)4.1
                  Form
      of Stock Certificate for Fully Paid, Non-Assessable Common Stock of the
      Company (4)4.2
                  Form
      of Registration Rights Agreement, dated December 21, 2006 (5)4.3
                  Form
      of Warrant to Purchase Common Stock (5)10.1
                  Employment
      Agreement between John Works and Rancher Energy Corp., dated June 1, 2006
      (6)10.2
                  Assignment
      Agreement between PIN Petroleum Partners Ltd. and Rancher Energy Corp.,
      dated June 6, 2006 (6)10.3
                  Loan
      Agreement between Enerex Capital Corp. and Rancher Energy Corp., dated
      June 6, 2006 (6)10.4
                  Letter
      Agreement between NITEC LLC and Rancher Energy Corp., dated June 7, 2006
      (6)10.5
                  Loan
      Agreement between Venture Capital First LLC and Rancher Energy Corp.,
      dated June 9, 2006 (7)10.6
                  Exploration
      and Development Agreement between Big Snowy Resources, LP and Rancher
      Energy Corp., dated June 15, 2006 (6)10.7
                  Assignment
      Agreement between PIN Petroleum Ltd. and Rancher Energy Corp., dated June
      6, 2006.(6)10.8
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan (8)10.9
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan Form of Option Agreement (8)10.10
                  Denver
      Place Office Lease between Rancher Energy Corp. and Denver Place
      Associates Limited Partnership, dated October 30, 2006 (9)10.11
                  Amendment
      to Purchase and Sale Agreement between Wyoming Mineral Exploration, LLC
      and Rancher Energy Corp. (10)10.12
                  Product
      Sale and Purchase Agreement by and between Rancher Energy Corp. and the
      Anadarko Petroleum Corporation, dated December 15, 2006(11)10.13
                  Voting
      Agreement between Rancher Energy Corp. and Stockholders identified
      therein, dated as of December 13, 2006 (5)10.14
                  Rancher
      Energy Corp. 2006 Stock Incentive Plan Form of Restricted Stock Agreement
      (12)10.15
                  First
      Amendment to Employment Agreement by and between John Works and Rancher
      Energy Corp., dated March 14, 2007 (13)10.16
                  Employment
      Agreement between Richard Kurtenbach and Rancher Energy Corp., dated
      August 3, 2007(14)10.17
                  Term
      Credit Agreement between Rancher Energy Corp. and GasRock Capital LLC,
      dated as of October 16, 2007 (15)10.18
                  Term
      Note made by Rancher Energy Corp. in favor of GasRock Capital LLC, dated
      October 16, 2007 (15)10.19
                  Mortgage,
      Security Agreement, Financing Statement and Assignment of Production and
      Revenues from Rancher Energy Corp. to GasRock Capital LLC, dated as of
      October 16, 2007 (16)10.20
                  Security
      Agreement between Rancher Energy Corp. and GasRock Capital LLC, dated as
      of October 16, 2007 (15)10.21
                  Conveyance
      of Overriding Royalty Interest by Rancher Energy Corp. in favor of GasRock
      Capital LLC, dated as of October 16, 2007 (15)10.22
                  ISDA
      Master Agreement between Rancher Energy Corp. and BP Corporation North
      America Inc., dated as of October 16, 2007 (15)10.23
                  Restricted
      Account and Securities Account Control Agreement by and among Rancher
      Energy Corp., GasRock Capital LLC, and Wells Fargo Bank, National
      Association, dated as of October 16, 2007 (15)10.24
                  Intercreditor
      Agreement by and among Rancher Energy Corp., GasRock Capital LLC, and BP
      Corporation North America Inc., dated as of October 16, 2007 (15)10.25
                  First
      Amendment to Denver Place Office lease between Rancher Energy Corp. and
      Denver Place Associates Limited Partnership, dated March 6, 2007 (13)10.26
                  Carbon
      Dioxide Sale & Purchase Agreement between Rancher Energy Corp. and
      ExxonMobil Gas & Power Marketing Company, dated effective as of
      February 1, 2008 (Certain portions of this agreement have been redacted
      and have been filed separately with the Securities and Exchange Commission
      pursuant to a Confidential Treatment Request). (16)
 
 15
 
 10.27
                  Stay
      Bonus Agreements between Rancher Energy Corp. and John Works and Richard
      E. Kurtenbach and all of the Company’s employees, dated October 2,
      2008.(17)10.28
                  First
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated October 22, 2008.(18)10.29
                  Assignment
      Agreement between Rancher Energy Corp. and Merit Energy Company, LLC,
      dated March 18, 2009.(19)10.30
                  Termination
      of Carbon Dioxide Sale & Purchase Agreement between Rancher Energy
      Corp. and ExxonMobil Gas & Power Marketing Company, dated April 3,
      2009.(20)10.31
                  Second
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated April 30, 2009.(21)10.32
                  Third
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 8, 2009.(22)10.33
                  Fourth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 13, 2009.(23)10.34
                  Fifth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 19, 2009.(24)10.35
                  Sixth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 21, 2009.(25)10.36
                  Seventh
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated May 27 2009.(26)10.37
                  Eighth
      Amendment to Term Credit Agreement between Rancher Energy Corp. and
      GasRock Capital LLC, dated June 3, 2009.(27)31.1
                  Certification
      Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Executive
      Officer)*31.2
                  Certification
      Pursuant to Rule 13a-14(a)/15d-14(a) (Chief Accounting
      Officer)*
 
 * Filed
herewith.
 
 (1)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 3,
      2007.
 (2)
              Incorporated
      by reference from our Form 10-Q for the quarterly period ended September
      30, 2007.
 (3)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 18,
      2006.
 (4)
              Incorporated
      by reference from our Form SB-2 Registration Statement filed on June 9,
      2004.
 (5)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 27,
      2006.
 (6)
              Incorporated
      by reference from our Annual Report on Form 10-K filed on June 30,
      2006.
 (7)
              Incorporated
      by reference from our Current Report on Form 8-K filed on June 21,
      2006.
 (8)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 6,
      2006.
 (9)
              Incorporated
      by reference from our Current Report on Form 8-K filed on November 9,
      2006.
 (10)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 4,
      2006.
 (11)
              Incorporated
      by reference from our Current Report on Form 8-K filed on December 22,
      2006.
 (12)
              Incorporated
      by reference from our Annual Report on Form 10-K filed on June 29,
      2007.
 (13)
              Incorporated
      by reference from our Current Report on Form 8-K filed on March 20,
      2007.
 (14)
              Incorporated
      by reference from our Current Report on Form 8-K filed on August 7,
      2007.
 (15)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 17,
      2007.
 (16)
              Incorporated
      by reference from our Current Report on Form 8-K filed on February 14,
      2008.
 (17)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 3,
      2008.
 (18)
              Incorporated
      by reference from our Current Report on Form 8-K filed on October 23,
      2008.
 (19)
              Incorporated
      by reference from our Current Report on Form 8-K filed on March 24,
      2009.
  16
  (20)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 9,
      2009.
 (21)
              Incorporated
      by reference from our Current Report on Form 8-K filed on April 30,
      2009.
 (22)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 11,
      2009.
 (23)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 14,
      2009.
 (24)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 20,
      2009.
 (25)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 22,
      2009.
 (26)
              Incorporated
      by reference from our Current Report on Form 8-K filed on May 28,
      2009.
 (27)
              Incorporated
      by reference from our Current Report on Form 8-K filed on June 5,
      2009.
  17