MICHAEL A. LITTMAN
Attorney at Law
7609 Ralston Road
Arvada, CO 80002
(303) 422-8127 * Fax (303) 431-1567
malattyco@aol.com
May 13, 2015
Securities and Exchange Commission
Attn: Karina V. Dorin
Division of Corporation Finance Mail Stop 3561
Washington, D.C. 20549
RE: T-REX OIL, INC.
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K12G3
FILED MARCH 13, 2015
FILE NO. 0-51425
Dear Ms. Dorin:
We received your comment letter to Amendment No. 1, therefore, we are submitting
this letter in response. Amendment No. 2 to Form 8K12g3 has been filed on the
EDGAR system in which we have made edits in response to comments number 1-3.
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K12G3 FILED MARCH 13, 2015
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SUMMARY OF OIL AND NATURAL GAS PROPERTIES AND PROJECTS, PAGE 6
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DEVELOPED AND UNDEVELOPED ACREAGE, PAGE 6
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1. We note your response to prior comment 5 in our letter dated January
22, 2015, including the revised acreage figures for Burke Ranch, relating to the
presentation of the total gross developed and undeveloped acreage. However, the
14,484.17 acre figure disclosed as the total gross undeveloped acreage on page 6
of Amendment No. 1 does not appear to represent a mathematical summation of the
individual line item entries in the table which would result in a figure of
10,484.17 acres. We also note the expanded disclosure on page 8 relating to the
Burke Ranch Unit indicates there are 1,467.64 gross acres inside the Unit and an
additional 2,917.02 gross acres outside the Unit. These figures do not appear to
correlate with the total acreage figure of 4,821.88 gross acres provided on page
8 or the mathematical summation of the 1,467.64 gross developed and 2,237 gross
undeveloped acres provided on page 6 for the Burke Ranch. Please advise or
revise your disclosure regarding the inconsistency in your figures.
ANSWER: WE HAVE CORRECTED AND AMENDED PAGES 6 THROUGH 8.
2. The expanded disclosure provided on page 8 relating to the Burke
Ranch Unit indicates the 1,467.64 gross acres disclosed elsewhere on page 6 as
developed acreage are held by production ("HBP").
The guidance in Item 1208(c)(4) of Regulation S-K, states that
undeveloped acreage "encompasses those lease acres on which wells have not been
drilled or completed to a point that would permit the production of economic
quantities of oil or gas regardless of whether such acreage contains proved
reserves." Therefore, acreage attributable to existing wells that require major
expenditures before production of economic quantities of oil or gas may
commence, should be reported as undeveloped acreage.
Any acreage on which wells have not been drilled or completed to a
point that would permit the production of economic quantities of oil or gas, but
that is otherwise held by production, would also be deemed to be undeveloped
acreage pursuant to this guidance.
Given the foregoing, please advise or revise the tabular presentation
of developed and undeveloped acreage on page 6 to resolve inconsistencies in the
classification of acreage in the Burke Ranch Unit to conform to Item 1208(b) of
Regulation S-K.
ANSWER: WE HAVE REVISED THE TABLES AND DISCLOSURES ON PAGES 6 THROUGH 7.
PRODUCTIVE WELLS, PAGE 6
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3. We have read your response to prior comment 7 indicating there are
no productive natural gas wells attributable to the Company's working interests
in Cole Creek and the revisions to the tabular disclosure on page 6 of Amendment
No. 1 to remove the disclosure of such wells.
We also note that you previously disclosed that the Company did not
have any productive oil wells. However, the tabular disclosure provided on page
6 of Amendment No. 1 has been revised to indicate there are seven gross
productive oil wells, 5 gross (5 net) productive oil wells in Burke Ranch and 2
gross (0.65 net) productive oil wells in Sioux County, Nebraska. Other than the
reference to one oil well that produces intermittently in the Sioux County,
Nebraska area, the disclosures provided on pages 7 and 8 relating to the Sioux
County, Nebraska area and the Burke Ranch Unit do not refer to any productive
oil wells as of December 31, 2014. We also note the disclosure elsewhere on page
6 that you did not have any oil production or sales during the year ended
December 31, 2014 and on page 5 that the Company does not have any proved oil
reserves as of December 31, 2014.
The guidance in Item 1208(c)(3) of Regulation S-K, states that
productive wells "include producing wells and wells mechanically capable of
production." Please tell us why each of the seven wells meets the requirement
for disclosure as productive wells. To the extent that any of the seven wells do
not meet this guidance, please revise your disclosure of productive wells
accordingly.
ANSWER: IN RESPONSE WE HAVE REVISED THE TABLES TO CORRECT AND HAVE ADDED THE
NOTE ON PAGES 6 THROUGH 8.
We hope these amendments meet with your approval.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman