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): October 26, 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. ?


<PAGE>

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

     On  October  26 2017,  the  Company  sold  Series B  Unsecured  Convertible
Promissory  Notes (the "Series B Notes") in the principal  amount of $405,000 to
six  accredited  investors,  which  included one of the Company's  directors who
purchased a Series B Note in the principal amount of $50,000. The Series B Notes
are unsecured, bear interest at 15% per year and 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 $24,325 to GVC Capital LLC, the placement
agent for the offering, in connection with the sale of these Series B Notes.

     The October 26, 2017 closing was the final closing  pursuant to the ongoing
Series B offering. The total notes sold amounted to $4,724,900 in principal. Ten
of the Company's officers and directors collectively purchased $570,000 Series B
Notes.  The  Company  paid total  commissions  in the amount of  $204,203 to GVC
Capital LLC, and incurred  additional expenses of $1,000, in connection with the
sale of the Series B Notes.

     Pursuant  to the  offering,  on  October  16,  2017 the  Company  converted
$5,166,800  in principal  and $137,706 in accrued  interest  into  4,697,090 and
125,187 common shares of the Company, respectively.

     The notes and  accrued  interest  were  converted  at $1.10 per share.  The
market  value of the shares on the date of  conversion  was $1.38.  The  Company
intends to pay cash of approximately  $22,600 for accrued interest not converted
into shares of the Company's common stock.

     The Company will recognize a loss on conversion,  related to a reduction in
the effective  conversion price from $1.50 to $1.10.  This loss will be recorded
during the fourth quarter 2017.

     See the  Company's  8-K reports filed on September 25, 2017 and October 20,
2017 for information concerning prior sales 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 Item 2.03 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.



                                       2

<PAGE>

Item 9.01.  Financial Statements and Exhibits.

Number      Description

10.29       Form of Series B Unsecured Convertible Promissory Note (Incorporated
            by reference to Exhibit 10.29 filed with the Company's 8-K report
            filed on September 25, 2017.)



                                       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: October 31, 2017.
                                      PETROSHARE CORP.


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













                                       4
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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": "171167786"}, "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): October 26, 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. ?
Item 2.03.  Creation of a Direct Financial or an Obligation Under an Off-Balance
            Sheet Arrangement of a Registrant.

     On  October  26 2017,  the  Company  sold  Series B  Unsecured  Convertible
Promissory  Notes (the "Series B Notes") in the principal  amount of $405,000 to
six  accredited  investors,  which  included one of the Company's  directors who
purchased a Series B Note in the principal amount of $50,000. The Series B Notes
are unsecured, bear interest at 15% per year and 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 $24,325 to GVC Capital LLC, the placement
agent for the offering, in connection with the sale of these Series B Notes.

     The October 26, 2017 closing was the final closing  pursuant to the ongoing
Series B offering. The total notes sold amounted to $4,724,900 in principal. Ten
of the Company's officers and directors collectively purchased $570,000 Series B
Notes.  The  Company  paid total  commissions  in the amount of  $204,203 to GVC
Capital LLC, and incurred  additional expenses of $1,000, in connection with the
sale of the Series B Notes.

     Pursuant  to the  offering,  on  October  16,  2017 the  Company  converted
$5,166,800  in principal  and $137,706 in accrued  interest  into  4,697,090 and
125,187 common shares of the Company, respectively.

     The notes and  accrued  interest  were  converted  at $1.10 per share.  The
market  value of the shares on the date of  conversion  was $1.38.  The  Company
intends to pay cash of approximately  $22,600 for accrued interest not converted
into shares of the Company's common stock.

     The Company will recognize a loss on conversion,  related to a reduction in
the effective  conversion price from $1.50 to $1.10.  This loss will be recorded
during the fourth quarter 2017.

     See the  Company's  8-K reports filed on September 25, 2017 and October 20,
2017 for information concerning prior sales 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 Item 2.03 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.

                                       2
Item 9.01.  Financial Statements and Exhibits.

Number      Description

10.29       Form of Series B Unsecured Convertible Promissory Note (Incorporated
            by reference to Exhibit 10.29 filed with the Company's 8-K report
            filed on September 25, 2017.)

                                       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: October 31, 2017.
                                      PETROSHARE CORP.

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

                                       4