UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
T-REX OIL, INC.
fka RANCHER ENERGY CORP.
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(Name of Issuer)
Common Stock, $0.0001 per share
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(Title of Class of Securities)
75188R106
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(CUSIP Number)
TEREX ENERGY CORP.
DONALD WALFORD
MARTIN GOTTLOB
ALLEN HEIM
520 Zang St., Ste 250
Broomfield, CO 80021
(720) 502-4483
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 22, 2014
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /_/
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 75188R106
1. NAMES OF REPORTING PERSONS:
Terex Energy Corp., a Colorado Corporation
Mr. Walford is CEO of Terex Energy Corp. and President, CEO and Director of
T-Rex Oil, Inc.
Mr. Gottlob is Vice President of Geology of Terex Energy Corp. and a
Director of T-Rex Oil, Inc.
Mr. Heim is Vice President of Operations of Terex Energy Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(a) /x/
(b) /_/
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS): N/A
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e): /_/
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Terex Energy Corp. - Colorado Corporation; Messrs. Walford, Gottlob and
Heim - United States
7. SOLE VOTING POWER:
0
NUMBER OF SHARES
BENEFICIALLY OWNED 8. SHARED VOTING POWER:
BY EACH REPORTING
PERSON WITH 0
9. SOLE DISPOSITIVE POWER:
0
10. SHARED DISPOSITIVE POWER:
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0 shares
NOTE: On December 22, 2014 T-Rex Oil, Inc. acquired 100% of the stock of
Terex Energy Corp. after agreeing to exchange 7,385,700 shares with the
Terex Energy Corp. shareholders. Prior to the exchange of shares, Terex
Energy Corp. owned 371,003 post-reverse split shares of common stock of
T-Rex Oil, Inc. These shares were surrendered and deemed retired to
treasury of T-Rex Oil, Inc. Donald Walford, Martin Gottlob and Allen Heim
(as directors of Terex Energy Corp.) were deemed beneficial owners by
virtue of their director and management positions in Terex Energy Corp.,
and Messrs. Walford and Gottlob were deemed beneficial owners as directors
of Issuer.
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): /_/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% Common Stock
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO - Terex Energy Corp; IN - Donald Walford; IN - Martin Gottlob; IN -
Allen Heim
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ITEM 1. SECURITY AND ISSUER
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The security for which this report is made is the common stock, par value
$0.0001 per share, of T-Rex Oil, Inc. fka Rancher Energy Corp., a Colorado
corporation (the "Issuer").
This statement amends the Schedule 13D dated August 21, 2014 filed by Terex
Energy Corp., Donald Walford, Martin Gottlob and Allen Heim. The purpose of this
Amendment is to reflect that the group's beneficial ownership is less than 5% as
a result of the transaction described in Item 4 below.
ITEM 2. IDENTITY AND BACKGROUND.
--------------------------------
(a) NAME: This statement is filed by Terex Energy Corp., a Colorado
Corporation, Donald Walford, Martin Gottlob and Allen Heim, as management
and Directors thereof. Messrs. Walford and Gottlob are directors of the
Issuer.
(b) BUSINESS ADDRESS OF TEREX ENERGY CORP., DON WALFORD, MARTIN GOTTLOB, ALLEN
HEIM - 520 Zang St., Ste 250, Broomfield, CO 80021
(c) EMPLOYMENT INFORMATION: Terex Energy Corp. is a business that is an oil and
gas investor. Mr. Walford is CEO of Terex Energy Corp. and President, CEO
and Director of T-Rex Oil, Inc. Mr. Gottlob is Vice President of Geology of
Terex Energy Corp. and a Director of T-Rex Oil, Inc. Mr. Heim is Vice
President of Operations of Terex Energy Corp.
(d) During the last five (5) years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five (5) years, the Reporting Persons have not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are subject to a judgment, decree or
final order enjoining final violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) Terex Energy Corp. is a corporation formed in Colorado. Donald Walford is a
natural person in Colorado. Martin Gottlob is a natural person in Colorado.
Allen Heim is a natural person in Kansas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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On December 22, 2014 T-Rex Oil, Inc. acquired 100% of the stock of Terex Energy
Corp. after agreeing to exchange 7,385,700 shares with the Terex Energy Corp.
shareholders. Prior to the exchange of shares, Terex Energy Corp. owned 371,003
post-reverse split shares of common stock of T-Rex Oil, Inc. These shares were
surrendered and deemed retired to treasury of T-Rex Oil, Inc.
ITEM 4. PURPOSE OF TRANSACTION
------------------------------
On December 22, 2014 T-Rex Oil, Inc. acquired 100% of the stock of Terex Energy
Corp. after agreeing to exchange 7,385,700 shares with the Terex Energy Corp.
shareholders. The shares were exchanged on a one for one basis. Prior to the
exchange of shares, Terex Energy Corp. owned 371,003 post-reverse split shares
of common stock of T-Rex Oil, Inc. These shares were surrendered and deemed
retired to treasury of T-Rex Oil, Inc. Don Walford, Martin Gottlob and Allen
Heim (as directors of Terex Energy Corp.) were deemed beneficial owners by
virtue of their director and management positions in Terex Energy Corp., and
Messrs. Walford and Gottlob were deemed beneficial owners as directors of
Issuer.
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The Reporting Persons have plans which relate to, or could result in the matters
referred to in paragraphs (a) through (j), inclusive, of the instructions to
Item 4 of Schedule 13D as follows: a) acquisitions of prospects continue for
Issuer, based on the business judgment of the continuing board of directors b)
the reporting persons intend to formulate a plan to recapitalize the Issuer for
at least $10,000,000, (although there can be no assurance that the Issuer will
successfully achieve that, or any, additional debt or equity capitalization) c)
further, the Reporting persons may seek shareholder approval and authorization
for preferred stock; d) consolidation of common stock and authorization of
preferred stock will require amendments to the Articles of Incorporation. The
Reporting Persons may, at any time and from time to time, review or reconsider
their position and/or change their purpose and/or formulate plans or proposals
with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
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(a) Aggregate number and percentage of the class of securities beneficially
owned:
0 common shares after acquisition and business continuation of 100% of
Terex Energy Corp.
(b) Number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or
to direct the disposition, or shared power to dispose or to direct the
disposition:
0 common shares after acquisition and business continuation of 100% of
Terex Energy Corp.
(c) Transactions in the securities effected during the past sixty days:
See Item 4 above which is incorporated by reference herein.
(d) No other person has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities.
(e) The date on which the reporting person ceased to be the beneficiary owner
of more than five percent of the class of securities:
December 22, 2014
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
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See Item 4 above which is incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 99.1 - Statement of Terex Energy Corp. and Messrs. Walford, Gottlob and
Heim as to the joint filing of Schedule 13D/A dated January 22, 2015.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: January 22, 2015
Terex Energy Corp.
By:/s/ Donald Walford
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Donald Walford, CEO
/s/ Donald Walford
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Donald Walford, Individual
/s/ Martin Gottlob
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Martin Gottlob, Individual
/s/ Allen Heim
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Allen Heim, Individual
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