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 17, 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        2.03. Creation of a Direct Financial or an Obligation Under an
            Off-Balance Sheet Arrangement of a Registrant.

     On  October 17 , 2017,  the  Company  sold  additional  Series B  Unsecured
Convertible  Promissory  Notes (the "Series B Notes") in the principal amount of
$2,624,900  to 53  accredited  investors,  which  includes  4 of  the  Company's
officers  and  directors  who  collectively  purchased  Series  B  Notes  in the
principal amount of $140,000. 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 $94,145 in connection with the sale of these Series B Notes.

     During December,  2016 and January,  2017 the Company sold promissory notes
(the  "Original  Notes") in the principal  amount of  $10,000,000 to a number of
accredited investors. The Original Notes are unsecured, bear interest at 10% per
year and are due and payable on December 31, 2018.  At the option of the holders
of the Original  Notes,  the  principal  amount of the Original  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.

     For every Series B Note purchased, the holder of an Original Note was given
the right,  but not the obligation,  on or prior to October 15, 2017, to convert
twice  the  corresponding  amount  of their  Original  Note  into  shares of the
Company's  common stock at a conversion  price of $1.10 per share. As of October
15, 2017 Original  Notes in principal  amount of $4,936,799  were converted into
4,488,000  shares  of  the  Company's  common  stock.  In  connection  with  the
conversion of the notes, the Company paid $31,783 to a placement agent.

     The Company  anticipates  that a final  closing of the sale of the Series B
Notes will take place on October 23, 2017.

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 20, 2017.
                                     PETROSHARE CORP.


                                      By: /s/ Paul D. Maniscalco
                                          -------------------------------
                                          Paul D. Maniscalco, 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": "171147504"}, "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 17, 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        2.03. Creation of a Direct Financial or an Obligation Under an
            Off-Balance Sheet Arrangement of a Registrant.

     On  October 17 , 2017,  the  Company  sold  additional  Series B  Unsecured
Convertible  Promissory  Notes (the "Series B Notes") in the principal amount of
$2,624,900  to 53  accredited  investors,  which  includes  4 of  the  Company's
officers  and  directors  who  collectively  purchased  Series  B  Notes  in the
principal amount of $140,000. 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 $94,145 in connection with the sale of these Series B Notes.

     During December,  2016 and January,  2017 the Company sold promissory notes
(the  "Original  Notes") in the principal  amount of  $10,000,000 to a number of
accredited investors. The Original Notes are unsecured, bear interest at 10% per
year and are due and payable on December 31, 2018.  At the option of the holders
of the Original  Notes,  the  principal  amount of the Original  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.

     For every Series B Note purchased, the holder of an Original Note was given
the right,  but not the obligation,  on or prior to October 15, 2017, to convert
twice  the  corresponding  amount  of their  Original  Note  into  shares of the
Company's  common stock at a conversion  price of $1.10 per share. As of October
15, 2017 Original  Notes in principal  amount of $4,936,799  were converted into
4,488,000  shares  of  the  Company's  common  stock.  In  connection  with  the
conversion of the notes, the Company paid $31,783 to a placement agent.

     The Company  anticipates  that a final  closing of the sale of the Series B
Notes will take place on October 23, 2017.

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 20, 2017.
                                     PETROSHARE CORP.

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