UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): September 25, 2017
                                PETROSHARE CORP.
                   -----------------------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                    001-37943               46-1454523
   ------------------------         -----------------         --------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
  of incorporation)                                          Identification No.)

                          9635 Maroon Circle, Suite 400
                               Englewood, CO 80112
                   -----------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (303) 500-1160


                                       N/A
                   -----------------------------------------
          (Former name or former address if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
    CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the  registrant is an emerging  growth company as
defined in Rule 405 of the Securities  Act of 1933  (ss.203.405 of this chapter)
or Rule  12b-2 of the  Securities  Exchange  Act of 1934  (ss.204.12b-2  of this
chapter.

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

                                       1
<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement.

     On May 13,  2015,  the  Company  entered  into a  revolving  Line of Credit
Agreement  ("Initial  Line of Credit") with  Providence  Energy  Operators,  LLC
("PEO"),  which  provided  to the  Company a  revolving  line of credit of up to
$5,000,000 bearing interest at 8% per year and, as amended on February 24, 2016,
matures on June 30,  2018.  As of June 30, 2017 the  outstanding  balance on the
Initial Line of Credit was  $5,000,000  plus accrued  interest of  approximately
$501,000.

     On October 13, 2016,  the Company  entered into a revolving  line of credit
agreement (the  "supplemental  line of credit") with Providence  Energy Partners
III,  LP ("PEP  III") an  affiliate  of PEO.  The  supplemental  line of  credit
permitted the Company to borrow up to $10.0 million to pay costs associated with
its  acquisition  and  development  of oil and gas  properties in the Wattenberg
Field. Interest on the supplemental line of credit initially accrued at the rate
of 8% per year.

     The supplemental line of credit was amended on March 30, 2017,  pursuant to
which  the  Company  agreed  not  to  borrow  additional   amounts  against  the
supplemental line of credit and to repay $3,552,500 in outstanding principal not
later than April 13, 2017 in exchange for PEP III extending the maturity date of
the  supplemental  line of credit  until June 13, 2017.  On April 12, 2017,  the
Company paid $3,552,500 in accordance with the amendment.

     On June 8, 2017,  the Company  entered  into a letter  agreement  ("PEP III
Agreement") with PEP III and PEO, pursuant to which PEP III agreed to modify the
Company's  supplemental  line of  credit.  The PEP III  Agreement  extended  the
maturity date of the supplemental line of credit,  including  approximately $3.8
million in outstanding principal and accrued interest,  from June 13, 2017 until
December 27, 2017, and increased the interest rate on the supplemental line from
8% to 10%, effective June 8, 2017.

     On September 23, 2017, the Company entered into letter  agreements with PEO
and PEP III  pursuant  to which  (i) PEO and PEP III  consented  to the  Company
conducting the offering and issuing the Series B Notes described in Item 2.03 of
this report and (ii) waived the  offering and the issuance of the Series B Notes
as events of default under the Initial Line of Credit,  the supplemental line of
credit and the related credit documents. In exchange for the consents of PEO and
PEP III,  the Company  agreed to (i) only use the funds  raised from sale of the
Series B Notes to pay accrued  drilling costs for wells that serve as collateral
for the PEO and PEP III loans and to pay for the  improvement and maintenance of
the wells and oil and gas leases  that serve as  collateral  for the PEO and PEP
III loans,  (ii) issue  250,000  restricted  shares of its common  stock to PEO,
(iii)  increase the interest rate on the Initial Line of Credit from 8% per year
to 10% per year effective September 1, 2017, (iv) begin making interest payments
on the Initial Line of Credit  beginning in the fourth  quarter of 2017; and (v)
meet with representatives of PEO not less frequently than semi-monthly beginning
November 1, 2017 to discuss and review the Company's working capital.

Item 2.03. Creation of a Direct Financial or an Obligation Under an
           Off-Balance Sheet Arrangement of a Registrant.

     On  September  25,  2017 the Company  sold  Series B Unsecured  Convertible
Promissory Notes (the "Series B Notes") in the principal amount of $1,695,000 to
twenty-seven accredited investors, which includes five of the Company's officers
and directors who collectivley  purchased Series B Notes in the principal amount
of $380,000. The Series B Notes are unsecured, bear interest at 15% per year and

                                       2
<PAGE>

are due and payable on December  31,  2018.  At the option of the holders of the
Series B Notes,  the principal  amount of the Notes,  and any accrued but unpaid
interest,  are  convertible  into  shares  of the  Company's  common  stock at a
conversion  price of $1.50 per share.  The  Company  paid sales  commissions  of
$53,950 in connection with the sale of the Series B Notes.

Item 3.02.  Unregistered Sales of Equity Securities.

     The  Company  relied  upon  the  exemption  provided  by  Rule  506  of the
Securities  and  Exchange  Commission  with  respect  to  the  issuance  of  the
securities  described  in Items 1.01 and 3.02 of this  report.  The  persons who
acquired these  securities were  sophisticated  investors and were provided full
information  regarding  the  Company.  There  was  no  general  solicitation  in
connection with the offer or sale of these securities.  The persons who acquired
these  securities  acquired  them  for  their  own  accounts.  The  certificates
representing  these  securities  bear a restricted  legend  providing  that they
cannot be sold except  pursuant to an  effective  registration  statement  or an
exemption from registration.

Item 9.01.  Financial Statements and Exhibits.


Number      Description

10.27       Letter Agreement with Providence Energy Operators,  LLC effective
            September 23, 2017.

10.28       Letter Agreement with Providence Energy Partners III, LP effective
            September 23, 2017

10.29       Form of Series B Unsecured Convertible Promissory Note




                                       3
<PAGE>

                                   SIGNATURES

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

Date: September 25, 2017.
                                PETROSHARE CORP.


                                By:  /s/ Paul D. Maniscalo
                                     -------------------------------
                                     Paul D. Maniscalo, Chief Financial Officer
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{"company-data": {"conformed-name": "PetroShare Corp.", "cik": "0001568079", "assigned-sic": "1311", "irs-number": "461454523", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-37943", "film-number": "171100542"}, "business-address": {"street1": "9635 MAROON CIRCLE", "street2": "SUITE 400", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "(303) 500-1169"}, "mail-address": {"street1": "9635 MAROON CIRCLE", "street2": "SUITE 400", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (date of earliest event reported): September 25, 2017
                                PETROSHARE CORP.
                   -----------------------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                    001-37943               46-1454523
   ------------------------         -----------------         --------------
(State or other jurisdiction      (Commission File No.)     (IRS Employer
  of incorporation)                                          Identification No.)

                          9635 Maroon Circle, Suite 400
                               Englewood, CO 80112
                   -----------------------------------------
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (303) 500-1160

                                       N/A
                   -----------------------------------------
          (Former name or former address if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
    CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the  registrant is an emerging  growth company as
defined in Rule 405 of the Securities  Act of 1933  (ss.203.405 of this chapter)
or Rule  12b-2 of the  Securities  Exchange  Act of 1934  (ss.204.12b-2  of this
chapter.

Emerging growth company [ ]

If an emerging  growth  company,  indicate by check mark if the  registrant  has
elected not to use the extended  transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. [ ]

                                       1
Item 1.01.  Entry into a Material Definitive Agreement.

     On May 13,  2015,  the  Company  entered  into a  revolving  Line of Credit
Agreement  ("Initial  Line of Credit") with  Providence  Energy  Operators,  LLC
("PEO"),  which  provided  to the  Company a  revolving  line of credit of up to
$5,000,000 bearing interest at 8% per year and, as amended on February 24, 2016,
matures on June 30,  2018.  As of June 30, 2017 the  outstanding  balance on the
Initial Line of Credit was  $5,000,000  plus accrued  interest of  approximately
$501,000.

     On October 13, 2016,  the Company  entered into a revolving  line of credit
agreement (the  "supplemental  line of credit") with Providence  Energy Partners
III,  LP ("PEP  III") an  affiliate  of PEO.  The  supplemental  line of  credit
permitted the Company to borrow up to $10.0 million to pay costs associated with
its  acquisition  and  development  of oil and gas  properties in the Wattenberg
Field. Interest on the supplemental line of credit initially accrued at the rate
of 8% per year.

     The supplemental line of credit was amended on March 30, 2017,  pursuant to
which  the  Company  agreed  not  to  borrow  additional   amounts  against  the
supplemental line of credit and to repay $3,552,500 in outstanding principal not
later than April 13, 2017 in exchange for PEP III extending the maturity date of
the  supplemental  line of credit  until June 13, 2017.  On April 12, 2017,  the
Company paid $3,552,500 in accordance with the amendment.

     On June 8, 2017,  the Company  entered  into a letter  agreement  ("PEP III
Agreement") with PEP III and PEO, pursuant to which PEP III agreed to modify the
Company's  supplemental  line of  credit.  The PEP III  Agreement  extended  the
maturity date of the supplemental line of credit,  including  approximately $3.8
million in outstanding principal and accrued interest,  from June 13, 2017 until
December 27, 2017, and increased the interest rate on the supplemental line from
8% to 10%, effective June 8, 2017.

     On September 23, 2017, the Company entered into letter  agreements with PEO
and PEP III  pursuant  to which  (i) PEO and PEP III  consented  to the  Company
conducting the offering and issuing the Series B Notes described in Item 2.03 of
this report and (ii) waived the  offering and the issuance of the Series B Notes
as events of default under the Initial Line of Credit,  the supplemental line of
credit and the related credit documents. In exchange for the consents of PEO and
PEP III,  the Company  agreed to (i) only use the funds  raised from sale of the
Series B Notes to pay accrued  drilling costs for wells that serve as collateral
for the PEO and PEP III loans and to pay for the  improvement and maintenance of
the wells and oil and gas leases  that serve as  collateral  for the PEO and PEP
III loans,  (ii) issue  250,000  restricted  shares of its common  stock to PEO,
(iii)  increase the interest rate on the Initial Line of Credit from 8% per year
to 10% per year effective September 1, 2017, (iv) begin making interest payments
on the Initial Line of Credit  beginning in the fourth  quarter of 2017; and (v)
meet with representatives of PEO not less frequently than semi-monthly beginning
November 1, 2017 to discuss and review the Company's working capital.

Item 2.03. Creation of a Direct Financial or an Obligation Under an
           Off-Balance Sheet Arrangement of a Registrant.

     On  September  25,  2017 the Company  sold  Series B Unsecured  Convertible
Promissory Notes (the "Series B Notes") in the principal amount of $1,695,000 to
twenty-seven accredited investors, which includes five of the Company's officers
and directors who collectivley  purchased Series B Notes in the principal amount
of $380,000. The Series B Notes are unsecured, bear interest at 15% per year and

                                       2
are due and payable on December  31,  2018.  At the option of the holders of the
Series B Notes,  the principal  amount of the Notes,  and any accrued but unpaid
interest,  are  convertible  into  shares  of the  Company's  common  stock at a
conversion  price of $1.50 per share.  The  Company  paid sales  commissions  of
$53,950 in connection with the sale of the Series B Notes.

Item 3.02.  Unregistered Sales of Equity Securities.

     The  Company  relied  upon  the  exemption  provided  by  Rule  506  of the
Securities  and  Exchange  Commission  with  respect  to  the  issuance  of  the
securities  described  in Items 1.01 and 3.02 of this  report.  The  persons who
acquired these  securities were  sophisticated  investors and were provided full
information  regarding  the  Company.  There  was  no  general  solicitation  in
connection with the offer or sale of these securities.  The persons who acquired
these  securities  acquired  them  for  their  own  accounts.  The  certificates
representing  these  securities  bear a restricted  legend  providing  that they
cannot be sold except  pursuant to an  effective  registration  statement  or an
exemption from registration.

Item 9.01.  Financial Statements and Exhibits.

Number      Description

10.27       Letter Agreement with Providence Energy Operators,  LLC effective
            September 23, 2017.

10.28       Letter Agreement with Providence Energy Partners III, LP effective
            September 23, 2017

10.29       Form of Series B Unsecured Convertible Promissory Note

                                       3
SIGNATURES

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

Date: September 25, 2017.
                                PETROSHARE CORP.

                                By:  /s/ Paul D. Maniscalo
                                     -------------------------------
                                     Paul D. Maniscalo, Chief Financial Officer