EnerJex Resources, Inc. (Form: 10-Q, Received: 05/13/2014 17:03:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-30234

ENERJEX RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		88-0422242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4040 Broadway
Suite 508
San Antonio, Texas		78209
(Address of principal executive offices)		(Zip Code)

(210) 451-5545

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

The number of shares of Common Stock, $0.001 par value, outstanding on May 12, 2014 was 109,514,028 shares.

ENERJEX RESOURCES, INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I FINANCIAL STATEMENTS
ITEM 1.	FINANCIAL STATEMENTS	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
	FORWARD-LOOKING STATEMENTS	9
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 4.	CONTROLS AND PROCEDURES	16

PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	17
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4.	MINE SAFETY DISCLOSURES	17
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	18

SIGNATURES		20

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EnerJex Resources, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited )

	March 31,			December 31,
	2014			2013
Assets
Current assets:
Cash	$	1,436,642		$	1,308,196
Accounts receivable		2,561,045			2,461,746
Inventory		235,243			238,794
Marketable securities		1,018,573			1,018,573
Deposits and prepaid expenses		711,035			373,994
Total current assets		5,962,538			5,401,303

Non-current assets:
Fixed assets, net of accumulated depreciation of $1,857,114 and $1,785,401		2,415,022			2,406,591
Oil and gas properties using full-cost accounting, net of accumulated DD&A		60,905,245			61,349,403
Other non-current assets		803,277			834,180
Total non-current assets		64,123,544			64,590,174
Total assets	$	70,086,082		$	69,991,477

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,505,317		$	2,424,009
Accrued liabilities		2,520,897			3,070,461
Derivative liability		1,116,171			1,011,708
Total current liabilities		6,142,385			6,506,178

Asset retirement obligation		2,747,016			2,687,801
Long-term debt		32,038,159			31,547,255
Derivative liability		304,469			339,642
Total non-current liabilities		35,089,644			34,574,698
Total liabilities		41,232,029			41,080,876
Commitments & Contingencies
Stockholders' Equity:
Preferred stock, $0.001 par value, 25,000,000 shares authorized, 4,779,460 shares issued and outstanding		4,780			4,780
Common stock, $0.001 par value, 250,000,000 shares authorized; shares issued and outstanding 115,257,967 at March 31, 2014 and 115,004,045 at December 31, 2013		115,258			115,005
Treasury Stock, 5,750,000 shares		(2,551,000	)		(2,551,000	)
Paid-in capital		52,595,821			52,356,811
Accumulated other comprehensive income		(552,589	)		(552,589	)
Retained (deficit)		(20,758,217	)		(20,462,406	)
Total stockholders' equity		28,854,053			28,910,601

Total liabilities and stockholders' equity	$	70,086,082		$	69,991,477

See Notes to Condensed Consolidated Financial Statements.

EnerJex Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	March 31,
	2014			2013

Revenues:
Oil revenues	$	3,612,579		$	2,337,301
Natural gas revenues		242,398			-
Total revenues		3,854,977			2,337,301

Expenses:
Direct operating costs		1,531,907			782,072
Depreciation, depletion and amortization		763,758			444,537
Professional fees		224,902			356,222
Salaries		310,348			246,011
Administrative expense		141,029			139,404
Total expenses		2,971,944			1,968,246
Income from operations		883,033			369,055

Other income (expense):
Interest expense		(378,928	)		(118,245	)
Derivative losses		(404,353	)		(239,941	)
Other income		3,882			9,167
Total other income (expense)		(779,399	)		(349,019	)
Net income	$	103,634		$	20,036

Net income		103,634			20,036
Preferred dividends		(399,447	)		(192,887	)
Net (loss) attributable to common stockholders	$	(295,813	)	$	(172,851	)
Net (loss) per share basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares		109,408,161			67,836,529

See Notes to Condensed Consolidated Financial Statements.

EnerJex Resources, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	March 31,
	2014			2013
Cash flows from operating activities
Net income	$	103,634		$	20,036
Depreciation, depletion and amortization		763,758			444,537
Shares based payments issued for services		258,498			49,334
Accretion of asset retirement obligation		63,695			28,193
Loss on derivatives		69,289			28,775
Settlement of asset retirement obligation		(4,996	)		-
Loss on sale of fixed assets		-			7,785
Changes in assets and liabilities:
Accounts receivable		(99,299	)		14,877
Inventory		3,551
Deposits and prepaid expenses		(356,275	)		26,171
Accounts payable		81,308			(455,950	)
Accrued liabilities		(949,011	)		(264,889	)
Cash flows from operating activities		(65,848	)		(101,131	)

Cash flows from investing activities

Purchase of fixed assets		(80,143	)		(19,597	)
Additions to oil and gas properties		(1,234,890	)		(1,498,962	)
Sales of oil and gas properties		987,521			15,000
Proceeds from sale of fixed assets		-			1,600
Cash flows from investing activities		(327,512	)		(1,501,959	)

Cash flows from financing activities
Payments on notes payable		-			(200,000	)
Proceeds from borrowings		500,000			1,500,000
Repayment of long-term debt		(9,096	)		-
Deferred financing costs		30,902
Cash flows from financing activities		521,806			1,300,000

Net increase (decrease) in cash		128,446			(303,090	)
Cash – beginning		1,308,196			767,494
Cash – ending	$	1,436,642		$	464,404

Supplemental disclosures:
Interest paid	$	74,499		$	71,006
Income taxes paid	$	-		$	-

Non-cash transactions:
Share based payments issued for services	$	258,498		$	49,334

See Notes to Condensed Consolidated Financial Statements.

EnerJex Resources, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 – Basis of Presentation

The unaudited condensed consolidated financial statements of EnerJex Resources, Inc. (“we”, “us”, “our” and “Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain amounts in the prior year statements have been reclassified to conform to the current year presentations. The statements should be read in conjunction with the financial statements and footnotes thereto included in our Annual Report Form 10-K for the fiscal year ended December 31, 2013.

Our consolidated financial statements include the accounts of our wholly-owned subsidiaries, EnerJex Kansas, Inc., DD Energy, Inc., Black Sable Energy, LLC, Working Interest, LLC, and Black Raven Energy, Inc. (“Black Raven”) for the quarter ended March 31, 2014. On September 27, 2013 we acquired Black Raven. Accordingly, only the financial position, results of operation and cash flows of Black Raven for the quarter ended December 31, 2013 were included in the Company’s consolidated financial statements for the year ended December 31, 2013. All intercompany transactions and accounts have been eliminated in consolidation.

Note 2 - Stock Options

A summary of stock options is as follows:

	Options			Weighted Avg. Exercise Price		Warrants		Weighted Avg. Exercise Price
Outstanding December 31, 2013		3,467,000		$	0.62		-	$	-
Granted		35,500			0.70		-		-
Cancelled		(22,500	)		0.70		-		-
Exercised		-			-		-		-
Outstanding March 31, 2014		3,480,000		$	0.62		-	$	-

Note 3 – Fair Value Measurements

We hold certain financial assets which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, "Fair Value Measurements" ("ASC Topic 820-10"). ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our debt approximates fair value at March 31, 2014.

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. We consider the derivative liability to be Level 2. We determine the fair value of the derivative liability utilizing various inputs, including NYMEX price quotations and contract terms.

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider our marketable securities to be Level 3.

Our derivative instruments consist of fixed price commodity swaps.

	Fair Value Measurement
	Level 1		Level 2			Level 3
Crude oil contracts	$	-	$	(1,420,640	)	$	-
Marketable Securities	$	-	$	-		$	1,018,573

Note 4 - Asset Retirement Obligation

Our asset retirement obligations relate to the liabilities associated with the abandonment of oil wells. The amounts recognized are based on numerous estimates and assumptions, including future retirement costs, inflation rates and credit adjusted risk-free interest rates. The following shows the changes in asset retirement obligations:

Asset retirement obligations, December 31, 2013	$	2,687,801
Liabilities incurred during the period		516
Accretion		63,695
Liabilities settled during the quarter		(4,996	)
Asset retirement obligations, March 31, 2014	$	2,747,016

Note 5 - Derivative Instruments

We have entered into certain derivative or physical arrangements with respect to portions of our crude oil production to reduce our sensitivity to volatile commodity prices and/or to meet hedging requirements under our Credit Facility. We believe that these derivative arrangements, although not free of risk, allow us to achieve a more predictable cash flow and to reduce exposure to commodity price fluctuations. However, derivative arrangements limit the benefit of increases in the prices of crude oil. Moreover, our derivative arrangements apply only to a portion of our production.

We have an Intercreditor Agreement in place between the Company; our counterparties, BP Corporation North America, Inc. ("BP") and Cargill Incorporated (“Cargill”) and our agent Texas Capital Bank, N.A., which allows Texas Capital Bank to also act as agent for the counterparties for the purpose of holding and enforcing any liens or security interests resulting from our derivative arrangements. Therefore, we are not required to post additional collateral, including cash.

The following derivative contracts were in place at March 31, 2014:

	Term		Monthly Volumes			Price/Bbl		Fair Value
Crude oil swap		7/12-12/15		1,514	Bbls	$	76.74		(581,654	)
Crude oil swap		7/11-12/15		2,679	Bbls	$	83.70		(521,438	)
Crude oil swap		1/14-12/14		1,375	Bbls	$	90.25		(95,729	)
Crude oil swap		1/14-12/14		1,900	Bbls	$	96.00		(34,067	)
Crude oil swap		1/15-12/15		5,800	Bbls	$	88.55		(111,012	)
Crude oil swap		9/13-12/14		3,000	Bbls	$	95.15		(76,740	)
								$	(1,420,640	)

Monthly volume is the weighted average throughout the period.

The total fair value is shown as a derivative instrument in both the current and non-current liabilities on the balance sheet.

Note 6 - Long-Term Debt

Senior Secured Credit Facility

On October 3, 2011, the Company and DD Energy, Inc., EnerJex Kansas, Inc., Black Sable Energy, LLC and Working Interest, LLC ("Borrowers") entered into an Amended and Restated Credit Agreement with Texas Capital Bank, N.A. (the “Bank”) and other financial institutions and banks that may become a party to the Credit Agreement from time to time. The facilities provided under the Amended and Restated Credit Agreement were used to refinance Borrowers prior outstanding revolving loan facility with Bank, dated July 3, 2008, and for working capital and general corporate purposes.

At our option, loans under the facility will bear stated interest based on the Base Rate plus Base Rate Margin, or Floating Rate plus Floating Rate Margin (as those terms are defined in the Credit Agreement). The Base Rate will be, for any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.50% and (b) the Bank's prime rate. The Floating Rate shall mean, at Borrower's option, a per annum interest rate equal to (i) the Eurodollar Rate plus Eurodollar Margin, or (ii) the Base Rate plus Base Rate Margin (as those terms are defined in the Amended and Restated Credit Agreement). Eurodollar borrowings may be for one, two, three, or six months, as selected by the Borrowers. The margins for all loans are based on a pricing grid ranging from 0.00% to 0.75% for the Base Rate Margin and 2.25% to 3.00% for the Floating Rate Margin based on the Company's Borrowing Base Utilization Percentage (as defined in the Amended and Restated Credit Agreement).

On December 15, 2011, we entered into a First Amendment to Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $50,000,000 with the Bank. The Amendment reflected the addition of Rantoul Partners as an additional Borrower and added as additional security for the loans the assets held by Rantoul Partners.

On August 31, 2012, we entered into a Second Amendment to Amended and Restated Credit Agreement with the Bank. The Second Amendment: (i) increased our borrowing base to $7,000,000, (ii) reduced the minimum interest rate to 3.75%, and (iii) added additional new leases as collateral for the loan.

On November 2, 2012, we entered into a Third Amendment to Amended and Restated Credit Agreement with the Bank. The Third Amendment (i) increased our borrowing base to $12,150,000, and (ii) clarified certain continuing covenants and provided a limited waiver of compliance with one of the covenants so clarified for the quarter ended December 31, 2011.

On January 24, 2013, we entered into a Fourth Amendment to Amended and Restated Credit Agreement, which was made effective as of December 31, 2012 with the Bank. The Fourth Amendment reflects the following changes: (i) the Bank consented to the restructuring transactions related to the dissolution of Rantoul Partners, and (ii) the Bank terminated a Limited Guaranty, as defined in the Credit Agreement, executed by Rantoul Partners in favor of the Bank.

On April 16, 2013, the Bank increased our borrowing base to $19.5 million.

On September 30, 2013, we entered into a Fifth Amendment to the Amended and Restated Credit Agreement. The Fifth Amendment reflects the following changes: (i) an expanded principal commitment amount of the Bank to $100,000,000, (ii) an increase in our Borrowing Base to $38,000,000, (iii) the addition of Black Raven Energy, Inc. to the Credit Agreement as a borrower party, (iv) the addition of certain collateral and security interests in favor of the Bank, and (v) the reduction of our current interest rate to 3.30%.

On November 19, 2013, we entered into a Sixth Amendment to the Amended and Restated Credit Agreement. The Sixth Amendment reflects the following changes: (i) added Iberia Bank as a participant into our credit facility, and (ii) made a technical correction to our covenant calculations.

Our current borrowing base is $38 million, of which we had borrowed $32.0 million as of March 31, 2014. We intend to conduct an additional borrowing base review in the second quarter of 2014 and we expect increases in production and the maturity of existing production to result in an additional borrowing base increase as part of the additional borrowing base review. For the three month period ended March 31, 2014 and for the year ended December 31, 2013 the interest rate was 3.3%. This facility expires on October 3, 2015.

Other Long Term Debt

We financed the purchase of vehicles through a bank. The notes are for four years and the vehicles collateralize these notes. The long term balance on the notes at March 31, 2014 was $38,159.

Note 7 – Commitments & Contingencies

As of March 31, 2014 the Company has an outstanding irrevocable letter of credit in the amount of $50,000 issued in favor of the Texas Railroad Commission. The letter of credit is required by the Texas Railroad Commission for all companies operating in the state of Texas with production greater than limits they prescribe.

Rent expense for the three months ended March 31, 2014 and 2013 was approximately $51,000 and $29,000 respectively. Future non-cancellable minimum lease payments are approximately $120,000 for the remainder of 2014, $154,000 for 2015, $147,000 for 2016, $145,000 for 2017, $90,000 for 2018 and $77,000 for 2019.

Note 8 - Equity Transactions

On January 15, 2014, 110,000 shares were issued to two employees of the Company as compensation. From February 5, 2014 through March 17, 2014, 143,922 shares were issued to a consultant for professional services rendered on behalf of the Company.

Note 9 - Subsequent Events

We have reviewed all material events through the date of this report in accordance with ASC 855-10.

Effective as of May 1, 2014, our wholly-owned subsidiary, Working Interest, LLC (“WILLC”), entered into a transaction pursuant to which (i) WILLC agreed to assign to Coal Creek Energy, LLC (“Coal Creek”) all of its working interests in certain oil leases comprising approximately 373 net acres in our Cherokee Project, and (ii) Coal Creek agreed to assign to WILLC all of its working interests in certain oil leases comprising approximately 791 net acres in our Cherokee Project. As a result of this transaction, we significantly consolidated our working interests and increased our net acreage in this project by approximately 5%. The net production associated with the producing leases that we assigned and received was comparable and less than 5 barrels of oil per day in each instance.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact, contained in this report, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," or "should" or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under "Risk Factors" or elsewhere in this report, which may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. The factors impacting these risks and uncertainties include, but are not limited to:

	·	inability to attract and obtain additional development capital;
	·	inability to achieve sufficient future sales levels or other operating results;
	·	inability to efficiently manage our operations;
	·	effect of our hedging strategies on our results of operations;
	·	potential default under our secured obligations or material debt agreements;
	·	estimated quantities and quality of oil reserves;
	·	declining local, national and worldwide economic conditions;
	·	fluctuations in the price of oil;
	·	continued weather conditions that impact our abilities to efficiently manage our drilling and development activities;
	·	the inability of management to effectively implement our strategies and business plans;
	·	approval of certain parts of our operations by state regulators;
	·	inability to hire or retain sufficient qualified operating field personnel;
	·	increases in interest rates or our cost of borrowing;
	·	deterioration in general or regional economic conditions;
	·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
	·	the occurrence of natural disasters, unforeseen weather conditions, or other events or circumstances that could impact our operations or could impact the operations of companies or contractors we depend upon in our operations;
	·	inability to acquire mineral leases at a favorable economic value that will allow us to expand our development efforts;
	·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; and
	·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this report. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this report to conform our statements to actual results or changed expectations. For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see "Risk Factors" in this document and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

All references in this report to "we," "us," "our," "company" and "EnerJex" refer to EnerJex Resources, Inc. and our wholly-owned operating subsidiaries, EnerJex Kansas, Inc., DD Energy, Inc., Black Sable Energy, LLC, Working Interest, LLC, and Black Raven Energy, Inc. unless the context requires otherwise. We report our financial information on the basis of a December 31 ^st fiscal year end.

AVAILABLE INFORMATION

We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.enerjex.com . You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at EnerJex Resources, Inc., 4040 Broadway, Suite 508, San Antonio, Texas 78209.

INDUSTRY AND MARKET DATA

The market data and certain other statistical information used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources. In addition, some data are based on our good faith estimates.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to our financial statements included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under ITEM 1A. Risk Factors and elsewhere in this report.

Overview

Our principal strategy is to acquire, develop, explore and produce domestic onshore oil properties. Our business activities are currently focused in Kansas, Colorado, Nebraska and Texas.

We continue to investigate multiple opportunities to both unlock value and accelerate growth in an accretive manner on behalf of shareholders, including but not limited to mergers, acquisitions, joint ventures, and non-dilutive financings. There can be no assurance of the results or timing associated with this process.

We are currently focusing 100% of our capital budget on our Colorado and Kansas properties where we have identified hundreds of drilling locations that we believe will generate a high rate of return with a low risk profile.

Recent Developments

The following is a brief description of our most significant corporate developments that have occurred since the end of 2013:

During the first quarter, we successfully reactivated two oil wells in our Adena Project located in Colorado. In addition, we entered into a new natural gas purchase contract and initiated natural gas production in this project. Unseasonably cold weather and harsh operating conditions slowed our operations in Colorado during the first quarter of 2014.

During the first quarter, we successfully completed workover operations on eight natural gas wells in our Niobrara Project located in Colorado. We also filed 17 drilling permits in this project where we have identified dozens of high-ranking drilling locations based on 3D seismic analysis. We are in the process of soliciting bids for drilling and completion operations associated with these wells, along with pipeline construction and the upgrade of an existing tap into the Trailblazer pipeline.

On March 14, 2014, Black Raven entered into a Settlement and Release Agreement with Atlas Resources, LLC, pursuant to which the parties settled certain disputes regarding the rights and obligations of the parties under that certain Farmout Agreement dated effective as of July 23, 2010.

Pursuant to the Settlement Agreement, among other matters, the parties released each other from certain claims and obligations, the Farmout Agreement was terminated, and the parties entered into a new Gathering Agreement and Contract Operating Agreement under which Atlas shall pay to Black Raven an overhead charge of $12,000 per month from December 1, 2013 through November 30, 2015. Unless the Contract Operating Agreement is terminated at the option of either party after November 30, 2015, from and after December 1, 2015, the overhead charge per month shall be the lesser of (a) $12,000, and (b) an amount equal to $0.25 per thousand cubic feet of natural gas produced in each such month from wells that Black Raven operates for Atlas pursuant to the Contract Operating Agreement.

Pursuant to the Settlement Agreement, Atlas also agreed to pay Black Raven the sum of $687,939 and assign to Black Raven its rights to depth in any zone below the Niobrara formation on approximately 8,360 acres that are held by production in Phillips and Sedgwick counties in the State of Colorado. In addition, Black Raven agreed to purchase seven non-producing wells from Atlas for $150,000.

On April 9, 2014 pursuant to a lease purchase agreement effective as of March 31, 2014, we closed a sale to Venado Operating Company, LLC of our interests in approximately 2,250 gross acres comprising our Lonesome Dove Project in Lee County, Texas, for (i) $450,000 in cash, and (ii) the right to receive an average overriding royalty interest of approximately 2.4% in the acreage.

Net Production, Average Sales Price and Average Production and Lifting Costs

The table below sets forth our net oil production (net of all royalties, overriding royalties and production due to others), the average sales prices, average production costs and direct lifting costs per unit of production for the periods ending March 31, 2014 and March 31, 2013.

	For the Three Months Ended
	March 31,
	2014		2013

Net Production
Oil (Bbl)		39,665		26,537
Natural gas (Mcf)		57,141		-

Average Sales Prices
Oil (per Bbl)	$	91.08	$	88.07
Natural gas (Mcf)	$	4.24	$	-

Average Production Cost (1)
Per Barrel of Oil Equivalent (“Boe”)	$	46.67	$	46.22

Average Lifting Costs (2)
Per Boe	$	31.14	$	29.47

(1) Production costs include all operating expenses, transportation expenses, depreciation, depletion and amortization, lease operating expenses and all associated taxes. Impairment of oil properties is not included in production costs.

(2) Direct lifting costs do not include impairment expense or depreciation, depletion and amortization.

Results of Operations for the Three Months Ended March 31, 2014 and 2013 compared.

Income :

	Three Months Ended				Increase /
	March 31,				(Decrease)
	2014		2013
Oil revenues	$	3,612,579	$	2,337,301	$	1,275,278
Natural gas revenues		242,398		-		242,398

Oil Revenues

Oil revenues for the three months ended March 31, 2014 were $3,612,579 compared to revenues of $2,337,301 for the three months ended March 31, 2013. Oil revenues increased primarily as a result of increased oil production from assets that were acquired as part of our merger with Black Raven on September 27, 2013. Oil revenues also increased due to a slight increase in realized prices, which increased $3.01 to $91.08 for the quarter ended March 31, 2014 versus $88.07 for the quarter ended March 31, 2013. Oil production and revenue were negatively impacted during the first quarter of 2014 due to unseasonably cold weather and harsh operating conditions.

Natural Gas Revenues

Natural gas revenues for the three months ended March 31, 2014 were $242,398. Natural gas revenues increased primarily as a result of increased natural gas production from assets that were acquired as part of our merger with Black Raven on September 27, 2013.

Expenses:

	Three Months Ended						Increase /
	March 31,						(Decrease)
	2014			2013
Production expenses:
Direct operating costs	$	1,531,907		$	782,072		$	749,835
Depreciation, depletion and amortization		763,758			444,537			319,221
Total production expenses		2,295,665			1,226,609			1,069,056

General expenses:
Professional fees		224,902			356,222			(131,320	)
Salaries		310,348			246,011			64,337
Administrative expense		141,029			139,404			1,625
Total general expenses		676,279			741,637			(65,358	)
Total production and general expenses		2,971,944			1,968,246			1,003,698

Income from operations		883,033			369,055			513,978

Other income (expense)
Interest expense		(378,928	)		(118,245	)		(260,683	)
Derivative losses		(404,353	)		(239,941	)		(164,412	)
Other income		3,882			9,167			(5,285	)
Total other income (expense)		(779,399	)		(349,019	)		(430,380	)

Net income	$	103,634		$	20,036		$	83,598

Direct Operating Costs

Direct operating costs primarily include direct labor and equipment costs related to pumping, gauging, pulling, well repairs, compression, transportation costs, and general maintenance requirements in our oil and gas fields . These costs also include certain contract labor costs, and other non-capitalized expenses. Direct operating costs for the three months ended March 31, 2014 increased 96% to $1,531,907 from $782,072 for the three months ended March 31, 2013. However, direct operating costs per Boe increased only 5.7% to $31.14 from $29.47. The $749,835 increase in direct operating costs is due primarily to new production associated with the assets that we acquired as part of our merger with Black Raven on September 27, 2013. Direct operating costs also increased as a result of non-recurring expenses that were incurred as a result of unseasonably cold weather and harsh operating conditions during the first quarter of 2014.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization for the three months ended March 31, 2014 was $763,758 compared to $444,537 for the three months ended March 31, 2013. The increase in depletion expense is due primarily to increased oil and natural gas production during the first quarter of 2014 compared to the first quarter of 2013. Depletion expense per Boe decreased $1.22 or 7.3% in the first quarter of 2014 compared to the first quarter of 2013.

Professional Fees

Professional fees for the three months ended March 31, 2014 were $224,902 compared to $356,222 for the three months ended March 31, 2013. The decrease in professional fees is due primarily to a reduction in transaction and lawsuit related legal fees and a reduction in fees related to outsourced third party engineering and consulting work that we conducted during the first quarter of 2013.

Salaries

Salaries for the three months ended March 31, 2014 were $310,348 compared to $246,011 for the three months ended March 31, 2013. Salaries increased $64,337 due primarily to the addition of employees following our merger with Black Raven.

Administrative Expenses

Administrative expenses for the three months ended March 31, 2014 were $141,029 compared to $139,404 for the three months ended March 31, 2013. Despite growth in production, employees and the addition of a new field office in 2013, administrative expenses were flat as a result of management’s focus on controlling and reducing these expenses.

Interest Expense

Interest expense, which includes amortization of deferred financing costs and accretion, for the three months ended March 31, 2014 was $378,928 compared to $118,245 for the three months ended March 31, 2013. Interest expense and amortization of deferred financing costs increased as a result of increased borrowings due to the Fifth Amendment to the Amended and Restated Credit Agreement under our Credit Facility. Accretion increased due to assets that were acquired as part of our merger with Black Raven on September 27, 2013.

Derivative Losses

We incurred a loss of $404,353 on our derivative contracts in the first quarter of 2014 compared to a loss of $239,941 for the three months ended March 31, 2013. The increase in the loss was due primarily to the completion of contracts during the three month period ended March 31, 2014 and an increase in the WTI benchmark oil price.

Net Income (Loss)

Net income for the three months ended March 31, 2014 was $103,634 compared to a net income of $20,036 for the three months ended March 31, 2013. The increase in net income during the first quarter of 2014 compared to the prior year period was primarily a result of higher revenues related to increased production and increased realized sales prices. The increase in net income was partially offset by higher interest expense and increased derivative losses.

Liquidity and Capital Resources

Liquidity is a measure of a company's ability to meet potential cash requirements. We have historically met our capital requirements through debt financing, revenues from operations, asset sales, and the issuance of equity securities. We believe that our historical means of meeting our capital requirements will provide us with adequate liquidity to fund our operations and capital program in 2014.

The following table summarizes total current assets, total current liabilities and working capital.

	March 31, 2014			December 31, 2013			Increase / (Decrease)

Current Assets	$	5,962,538		$	5,401,303		$	561,235

Current Liabilities	$	6,142,385		$	6,506,178		$	(363,793	)

Working Capital (deficit)	$	(179,847	)	$	(1,104,875	)	$	925,028

Senior Secured Credit Facility

On December 15, 2011, we entered into a First Amendment to Amended and Restated Credit Agreement and Second Amended and Restated Promissory Note in the amount of $50,000,000 with the Bank, which closed on December 15, 2011. The Amendment reflected the addition of Rantoul Partners as an additional Borrower and added as additional security for the loans the assets held by Rantoul Partners.

On April 16, 2013, the Bank increased our borrowing base to $19.5 million.

Satisfaction of our cash obligations for the next 12 months

We intend to meet our near term cash obligations through financings under our credit facility with Texas Capital Bank and through cash flow generated from operations.

Summary of product research and development

We do not anticipate performing any significant product research and development under our plan of operation.

Expected purchase or sale of any significant equipment

We anticipate that we will purchase the necessary production and field service equipment required to produce oil during our normal course of operations over the next twelve months.

Significant changes in the number of employees

There have been no significant changes in the number of our employees since December 31, 2013. We currently have 35 full-time employees, including field personnel. As production and drilling activities increase or decrease, we may have to continue to adjust our technical, operational and administrative personnel as appropriate. We are using and will continue to use independent consultants and contractors to perform various professional services, particularly in the area of land services, reservoir engineering, geology drilling, water hauling, pipeline construction, well design, well-site monitoring and surveillance, permitting and environmental assessment. We believe that this use of third-party service providers may enhance our ability to contain operating expenses, general expenses, and capital costs.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Our critical accounting estimates include the value of our oil and gas properties, asset retirement obligations, and share-based payments.

Oil and Gas Properties

We follow the full-cost method of accounting under which all costs associated with property acquisition, exploration and development activities are capitalized. We also capitalize internal costs that can be directly identified with our acquisition, exploration and development activities and do not include costs related to production, general corporate overhead or similar activities.

Proved properties are amortized using the units of production method (UOP). Currently we only have operations in the Unites States of America. The UOP calculation multiplies the percentage of estimated proved reserves produced each quarter by the cost of these reserves. The amortization base in the UOP calculation includes the sum of proved property, net of accumulated depreciation, depletion and amortization (DD&A), estimated future development costs (future costs to access and develop proved reserves) and asset retirement costs, less related salvage value.

The cost of unproved properties are excluded from the amortization calculation until it is determined whether or not proved reserves can be assigned to such properties or until development projects are placed into service. Geological and geophysical costs not associated with specific properties are recorded as proved property immediately. Unproved properties are reviewed for impairment quarterly.

Under the full cost method of accounting, the net book value of oil and gas properties, less deferred income taxes, may not exceed a calculated “ceiling.” The ceiling limitation is (a) the present value of future net revenues computed by applying current prices of oil & gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil & gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of 10 percent and assuming continuation of existing economic conditions plus (b) the cost of properties not being amortized plus (c) the lower of cost or estimated fair value of unproven properties included in the costs being amortized less (d) income tax effects related to differences between book and tax basis of properties. Future cash outflows associated with settling accrued retirement obligations are excluded from the calculation. Estimated future cash flows are calculated using end-of-period costs and an unweighted arithmetic average of commodity prices in effect on the first day of each of the previous 12 months held flat for the life of the production, except where prices are defined by contractual arrangements.

Any excess of the net book value of proved oil and gas properties, less related deferred income taxes, over the ceiling is charged to expense and reflected as additional DD&A in the statement of operations. The ceiling calculation is performed quarterly. During the quarter ended March 31, 2014 and the year ended December 31, 2013, there were no impairments resulting from the quarterly ceiling tests.

Proceeds from the sale or disposition of oil and gas properties are accounted for as a reduction to capitalized costs unless a significant portion (greater than 25%) of our reserve quantities are sold, in which case a gain or loss is recognized in income.

Asset Retirement Obligations

The asset retirement obligation relates to the plug and abandonment costs when our wells are no longer useful. We determine the value of the liability by obtaining quotes for this service and estimate the increase we will face in the future. We then discount the future value based on an intrinsic interest rate that is appropriate for us. If costs rise more than what we have expected there could be additional charges in the future however we monitor the costs of the abandoned wells and we will adjust this liability if necessary.

Share-Based Payments

The value we assign to the options and warrants that we issue is based on the fair market value as calculated by the Black-Scholes pricing model. To perform a calculation of the value of our options and warrants, we determine an estimate of the volatility of our stock. We need to estimate volatility because there has not been enough trading of our stock to determine an appropriate measure of volatility. We believe our estimate of volatility is reasonable, and we review the assumptions used to determine this whenever we issue a new equity instruments. If we have a material error in our estimate of the volatility of our stock, our expenses could be understated or overstated.

Effects of Inflation and Pricing

The oil industry is very cyclical and the demand for goods and services of oil field companies, suppliers and others associated with the industry puts extreme pressure on the economic stability and pricing structure within the industry. Material changes in prices impact revenue stream, estimates of future reserves, borrowing base calculations of bank loans and value of properties in purchase and sale transactions. Material changes in prices can impact the value of oil companies and their ability to raise capital, borrow money and retain personnel. We anticipate business costs and the demand for services related to production and exploration will fluctuate while the commodity prices for oil remains volatile.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Our chief executive officer, Robert G. Watson, Jr., and our Chief Financial Officer, Douglas M. Wright evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report pursuant to Exchange Act Rule 13-a-15(b). Based on the evaluation, Mr. Watson and Mr. Wright concluded that our disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We may become involved in various routine legal proceedings incidental to our business. However, to our knowledge as of the date of this transition report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject, except the legal proceedings discussed below.

On January 23, 2012, we filed a petition seeking recovery of damages arising from breach of contract, legal malpractice, breach of fiduciary duty and fraud in the Circuit Court of Jackson County, Missouri against attorneys Jeffrey T. Haughey, Robert K. Green, and the law firm Husch Blackwell LLP f/k/a Husch Blackwell Sanders, LLC. The petition in this action, EnerJex Resources, Inc., v. Haughey, et al., alleges, among other things, that the defendants violated their fiduciary duties and defrauded us in connection with our stock offering in 2008.

The petition alleges economic loss of approximately $50 million and demands judgment for unspecified actual and punitive damages together with repayment of $484,473 in legal fees paid by EnerJex. At the time the petition was filed, we estimated our economic loss of approximately $50 million by conducting an analysis that considered a number of factors, including the loss of at least $25 million of gross proceeds we would have received in the failed 2008 stock offering, the loss of the value we could have created had it been able to utilize the proceeds from the stock offering to execute its business plan in the 2008 economic environment, and the loss of market value for our common stock.

A trial to hear a portion of this case in the 16th Circuit Court of Jackson County, Missouri, began on December 2, 2013. In that trial, based on its rulings on written motions, the court disallowed our claims for actual and consequential damages for breach of contract and legal malpractice against the defendants. On December 19, 2013, the Company reached an agreement with the defendants to settle our claims for breach of fiduciary duty and fraud in return for (i) the defendants paying to us the sum of $500,000, which was paid to us in January 2014, and (ii) dismissal of the defendants’ counterclaim of $492,134 and interest on that amount, which was removed from our balance sheet and is not reflected as a liability as of December 31, 2013. Our financial statements reflect the litigation costs that we have incurred to date.

In entering into this settlement, the defendants have not admitted liability on any matter related to the claims in the litigation. As part of this settlement, we are now free to appeal the court’s rulings and request from the appellate court authorization to pursue our claims for actual and consequential damages with respect to our claims alleging breach of contract and legal malpractice against the defendants. There can be no assurance of the outcome of the appellate process, including whether the appellate court will allow us to seek actual and consequential damages for breach of contract and legal malpractice and breach of fiduciary duty, as well as what amount of damages, if any, we may recover.

Any additional monetary award resulting from a settlement of this litigation that is reached for our benefit in an amount that exceeds our total costs of litigation, shall be subject to a contingency fee for the benefit of our attorneys. There can be no assurance of the outcome of this litigation, including whether and in what amount EnerJex may recover damages.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None .

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

Exhibit No.		Description
2.1		Agreement and Plan of Merger between Millennium Plastics Corporation and Midwest Energy, Inc. effective August 15, 2006 (incorporated by reference to Exhibit 2.3 to the Form 8-K filed on August 16, 2006).
2.2		Agreement and Plan of Merger by and among Registrant, BRE Merger Sub, Inc., Black Raven Energy, Inc. and West Coast Opportunity Fund, LLC dated July 23, 2013 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed July 29, 2013).
3.1		Amended and Restated Articles of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.1 to the Form 10-Q filed on August 14, 2008)
3.2		Amended and Restated Bylaws, as currently in effect (incorporated by reference to Exhibit 3.3 to the Form SB-2 filed on February 23, 2001)
3.3		Certificate of Amendment of Articles of Incorporation (Previously filed)
4.1		Article VI of Amended and Restated Articles of Incorporation of Millennium Plastics Corporation (incorporated by reference to Exhibit 1.3 to the Form 8-K filed on December 6, 1999)
4.2		Article II and Article VIII, Sections 3 & 6 of Amended and Restated Bylaws of Millennium Plastics Corporation (incorporated by reference to Exhibit 4.1 to the Form SB-2 filed on February 23, 2001)
10.1		Amended and Restated 2002/2003 Stock Option Plan (incorporated by reference to Exhibit 10 to the Form 8-K filed on May 11, 2007
10.2		Form of Officer and Director Indemnification Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on October 16, 2008)
10.3		Euramerica Letter Agreement Amendment dated September 15, 2008 (incorporated by reference to Exhibit 10.10 to the Form 8-K filed on September 18, 2008)
10.4		Euramerica Letter Agreement Amendment dated October 15, 2008 (incorporated by reference to Exhibit 10.11 to the Form 8-K filed on October 21, 2008)
10.5		Joint Operating Agreement with Pharyn Resources to explore and develop the Brownrigg Lease Press Release dated June 1, 2009 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed on June 5, 2009).
10.6		Amendment 4 to Joint Exploration Agreement effective as of November 6, 2008 between MorMeg, LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.15 to the Form 10-K filed July 14, 2009)
10.7		Standby Equity Distribution Agreement with Paladin Capital Management, S.A. dated December 3, 2009 (incorporated by reference to Exhibit 10.52 to the Form S-1 filed on December 9, 2009)
10.8		Amendment 5 to Joint Exploration Agreement effective as of December 31, 2009 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.15 to the Form 10-Q filed on February 16, 2010)
10.9†		Amended and Restated EnerJex Resources, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 16, 2008)
10.10		Amendment 6 to Joint Exploration Agreement effective as of March 31, 2010 between MorMeg LLC and EnerJex Resources, Inc. (incorporated by reference to Exhibit 10.24 to the Form 10-K filed on July 15, 2010)
10.11		Securities Purchase and Asset Acquisition Agreement between Enerjex Resources, Inc. and West Coast Opportunity Fund, LLC; Montecito Venture Partners, LLC; J&J Operating Company, LLC and Frey Living Trust dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 6, 2011).
10.12		Stock Repurchase Agreement between Enerjex Resources, Inc. and Working Interest Holdings, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 6, 2011).
10.13		Securities Purchase Agreement between Enerjex Resources, Inc. and various Investors dated December 31, 2010 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on January 6, 2011).
10.14		Joint Development Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 27, 2011).
10.15		Joint Operating Agreement between Enerjex Resources, Inc. and Haas Petroleum, LLC and MorMeg, LLC dated December 31, 2010 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 27, 2011).
10.16		Letter Agreement with Registrant, James Loeffelbein, John Loeffelbein and J&J Operating dated January 14, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on January 18, 2011).
10.17		Form of Securities Purchase Agreement among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).

10.18		Form of Warrant among Registrant and Investors dated March 31, 2011 (incorporated by reference to Exhibit 10.2 on Form 8-K filed on April 4, 2011).
10.19		Form of Stock Redemption Agreement among Registrant and Working Interest Holdings, LLCs dated March 31, 2011 (incorporated by reference to Exhibit 10.1 on Form 8-K filed on April 4, 2011).
10.20		Amended and Restated Credit Agreement dated October 3, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 6, 2011).
10.21		Option and Joint Development Agreement by and among Registrant and MorMeg, LLC dated August 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 15, 2011).
10.22		Rantoul Partners General Partnership Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on December 14, 2011).
10.23		First Amendment to Amended and Restated Credit Agreement dated December 14, 2011 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on December 14, 2011).
10.24		First Amendment to General Partnership Agreement for Rantoul Partners dated March 30, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on April 5, 2012).
10.25		Share Option Agreement by and among the EnerJex and Enutroff dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on October 10, 2012).
10.26		Second Amendment to Amended and Restated Credit Agreement dated August 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 8, 2012).
10.27		Third Amendment to Amended and Restated Credit Agreement dated November 2, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on November 8, 2012).
10.28		Securities and Asset Purchase Agreement by and among Registrant and James Loeffelbein and Enutroff dated November 3, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 7, 2013).
10.29†		Second Amendment to General Partnership Agreement of Rantoul Partners dated November 27, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on November 29, 2012).
10.30		Amended and Restated Employment Agreement by and among Registrant and Robert G. Watson, Jr. dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 4, 2013).
10.31		Partial Assignment of Assets by and among Rantoul Partners and Working Interest, LLC, dated December 31, 2012 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed on January 30, 2013).
10.32		Fourth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.2 on Form 8-K filed on January 30, 2013).
10.33		First Amendment to Amended & Restated Mortgage Security Agreement, Financing Statement and Assignment of Production by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.3 on Form 8-K filed on January 30, 2013).
10.34		Mortgage, Security Agreement, Financing Statement and Assignment of Production and Revenues by and among Working Interest, LLC and Texas Capital Bank dated December 31, 2012 (incorporated herein by reference to Exhibit 10.4 on Form 8-K filed on January 30, 2013).
10.35		2013 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 on Registration Statement on Form S-8 filed on June 12, 2013F
10.36		Fifth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A. dated September 30, 2013 (incorporated herein by reference to Exhibit 10.1 on Form 8-K filed October 1, 2013).
10.37		Sixth Amendment to Amended and Restated Credit Agreement by and among Registrant and Texas Capital Bank, N.A. dated November 19, 2013 (filed herewith)
31.1		Certification of Chief Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

† Indicates management contract or compensatory plan or arrangement.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERJEX RESOURCES, INC.
(Registrant)

By:	/s/ Robert G. Watson, Jr.
	Robert G. Watson, Jr. Chief Executive Officer

Date: May 13, 2014

SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Sixth Amendment ”) is entered into and effective as of the Sixth Amendment Closing Date (as defined below) among ENERJEX RESOURCES, INC. , a Nevada corporation (“ Parent ”), ENERJEX KANSAS, INC. (f/k/a Midwest Energy, Inc.), a Nevada corporation (“ EnerJex Kansas ”), DD ENERGY, INC. , a Nevada corporation (“ DD Energy ”), Working Interest, LLC , a Kansas limited liability company (“ Working Interest ”), BLACK SABLE ENERGY, LLC , a Texas limited liability company (“ Black Sable ”), BLACK RAVEN ENERGY, INC. , a Nevada corporation (“ Black Raven ”) and ADENA, LLC , a Colorado limited liability company (“ Adena ”; together with Parent, EnerJex Kansas, DD Energy, Working Interest, Black Sable and Black Raven, collectively, “ Borrowers ” and each, a “ Borrower ”) and TEXAS CAPITAL BANK, N.A. , a national banking association, as a Bank, L/C Issuer and Administrative Agent (in such latter capacity and together with its successors and permitted assigns in such capacity the “ Administrative Agent ”), and the several banks and financial institutions from time to time parties to the Credit Agreement, as defined below (the “ Banks ”). Capitalized terms used but not defined in this Sixth Amendment have the meaning given them in the Credit Agreement.

RECITALS

A. Borrowers, Administrative Agent, L/C Issuer and Banks previously entered into that certain Amended and Restated Credit Agreement dated as of October 3, 2011, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 14, 2011, that certain Second Amendment to Amended and Restated Credit Agreement dated as of August 31, 2012, that certain Third Amendment to Amended and Restated Credit Agreement dated as of November 2, 2012, that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of January 24, 2013 and that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of September 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

B. Borrowers, Administrative Agent, L/C Issuer and Banks have agreed to amend the Credit Agreement, subject to the terms and conditions of this Sixth Amendment.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:

I. Specific Amendments to Credit Agreement .

A. Article I, Definitions , of the Credit Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“ Sixth Amendment ” means the Sixth Amendment to Amended and Restated Credit Agreement dated effective as of the Sixth Amendment Closing Date by and among Borrowers, Administrative Agent, L/C Issuer and Banks.

“ Sixth Amendment Closing Date ” means November 19, 2013.

B. Section 7.12(c), Interest Coverage Ratio , of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(c) Interest Coverage Ratio . Permit, as of the last day of each fiscal quarter, commencing with the fiscal quarter ending March 31, 2014, the ratio of Borrowers’ and their Subsidiaries’ consolidated EBITDAX for each fiscal quarter to Interest Expense for that quarter to be less than 3.00:1.00. For the purpose of calculating the foregoing ratio, each of EBITDAX and Interest Expense will be annualized by: (i) multiplying by 4 for the three-month period ending March 31, 2014, (ii) multiplying by 2 for the six-month period ending June 30, 2014, and (iii) multiplying by 1.33 for the nine-month period ending September 30, 2014. For the twelve-month period ending December 31, 2014, and for each period thereafter, EBITDAX and Interest Expense will be calculated based on actual EBITDAX and Interest Expense for the previous four fiscal quarters.

II. Amendments to Schedules and Exhibits . Upon satisfaction of all conditions precedent set forth in Article III of this Sixth Amendment, Schedules 1.01 and 10.02 attached to the Credit Agreement are hereby deleted in their entirety and replaced with Schedules 1.01 and 10.02 to this Sixth Amendment and each reference in any Loan Document to such Schedules shall be deemed to refer to Schedules 1.01 and 10.02 attached to this Sixth Amendment.

III. Conditions Precedent to Sixth Amendment . This Sixth Amendment shall be effective once each of the following conditions have been satisfied in Administrative Agent’s sole discretion on or before the Sixth Amendment Closing Date:

A. Borrowers, Administrative Agent and Banks shall have executed and delivered this Sixth Amendment;

B. Borrowers and IBERIABANK shall have executed and delivered to Administrative Agent a Commitment Transfer Supplement in form and content satisfactory to Administrative Agent and Texas Capital Bank, N.A.;

C. Borrowers shall have executed and delivered to Texas Capital Bank, N.A. that certain Third Amended and Restated Note in the aggregate face amount of $65,789,473.68;

D. Borrowers shall have executed and delivered to IBERIABANK that certain Note in the aggregate face amount of $34,210,526.32; and

E. Administrative Agent shall have received, in form and content satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent may request.

IV. Representations, Warranties and Covenants . Borrowers represent and warrant to Administrative Agent and Banks that (a) they possess all requisite Corporate Power and authority to execute, deliver and comply with the terms of this Sixth Amendment, (b) this Sixth Amendment has been duly authorized and approved by all requisite Corporate Action on the part of the Borrowers, (c) no other consent of any Person (other than Administrative Agent and Banks) is required for this Sixth Amendment to be effective, (d) the execution and delivery of this Sixth Amendment does not violate their Governing Documentation, (e) the representations and warranties in each Loan Document to which they are a party are true and correct in all material respects on and as of the Sixth Amendment Closing Date as though made on the Sixth Amendment Closing Date, (f) they are in full compliance with all covenants and agreements contained in each Loan Document to which they are a party, (g) no Event of Default or Default has occurred and is continuing, and (h) except as may be addressed in this Sixth Amendment, no exhibit or schedule to the Credit Agreement is required to be supplemented, amended or modified in connection with the transactions contemplated by this Sixth Amendment or any other matters occurring prior to the Sixth Amendment Closing Date. The representations and warranties made in this Sixth Amendment shall survive the execution and delivery of this Sixth Amendment. No investigation by Administrative Agent or any Bank is required for Administrative Agent or any Bank to rely on the representations and warranties in this Sixth Amendment.

V. Scope of Amendment; Reaffirmation; Release . All references to the Credit Agreement shall refer to the Credit Agreement as amended by this Sixth Amendment. Except as affected by this Sixth Amendment, the Loan Documents are unchanged and continue in full force and effect. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Sixth Amendment) and any other Loan Document, the terms of the Credit Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Credit Agreement. Borrowers hereby reaffirm their obligations under the Loan Documents to which they are a party to and agree that all Loan Documents to which they are a party to remain in full force and effect and continue to be legal, valid, and binding obligations enforceable in accordance with their terms (as the same are affected by this Sixth Amendment). Borrowers hereby release, discharge and acquit Administrative Agent, L/C Issuer and Banks from any and all claims, demands, actions, causes of action, remedies, and liabilities of every kind or nature (including without limitation, offsets, reductions, rebates, or lender liability) arising out of any act, occurrence, transaction or omission occurring in connection with the Credit Agreement and the other Loan Documents prior to the Sixth Amendment Closing Date.

VI. Miscellaneous .

(a) No Waiver of Defaults . This Sixth Amendment does not constitute (i) a waiver of, or a consent to, (A) any provision of the Credit Agreement or any other Loan Document, or (B) any present or future violation of, or default under, any provision of the Loan Documents, or (ii) a waiver of Administrative Agent’s or any Bank’s right to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.

(b) Form . Each agreement, document, instrument or other writing to be furnished to Administrative Agent under any provision of this Sixth Amendment, if any, must be in form and substance satisfactory to Administrative Agent and its counsel.

(c) Headings . The headings and captions used in this Sixth Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Sixth Amendment, the Credit Agreement, or the other Loan Documents.

(d) Costs, Expenses and Attorneys’ Fees . Borrowers agree to pay or reimburse Administrative Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Sixth Amendment, including, without limitation, the reasonable fees and disbursements of Administrative Agent’s counsel.

(e) Successors and Assigns . This Sixth Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective successors and permitted assigns.

(f) Multiple Counterparts . This Sixth Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts must be construed together to constitute one (1) and the same instrument. This Sixth Amendment may be transmitted and signed by facsimile or portable document file (pdf). The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on Borrowers, Administrative Agent, L/C Issuer and Banks. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(g) Governing Law . This Sixth Amendment and the other Loan Documents must be construed, and their performance enforced, under Texas law .

(h) Entirety . THIS SIXTH AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS CONSTITUTE A “LOAN AGREEMENT” AS DEFINED IN SECTION 26.02(A) OF THE TEXAS BUSINESS AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER UNDER THIS SIXTH AMENDMENT AND UNDER THOSE OTHER WRITTEN DOCUMENTS AND MAY NOT BE CONTRADICTED BY EVIDENCE OR PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(Signature pages follow)

IN WITNESS WHEREOF, this Sixth Amendment is executed effective as of the Sixth Amendment Closing Date.

	BORROWERS:

	ENERJEX RESOURCES, INC.

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

	ENERJEX KANSAS, INC.

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

	DD ENERGY, INC.

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

	WORKING INTEREST, LLC

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

	BLACK SABLE ENERGY, LLC

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

Signature Page to Sixth Amendment

	BLACK RAVEN ENERGY, INC.

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

	– and –

	ADENA, LLC

	By:
		Robert G. Watson, Jr.
		Chief Executive Officer

Signature Page to Sixth Amendment

	ADMINISTRATIVE AGENT AND L/C ISSUER:

	TEXAS CAPITAL BANK, N.A.,
	as Administrative Agent, L/C Issuer and
	a Bank

	By:
		W. David McCarver IV
		Senior Vice President

	BANKS:

	TEXAS CAPITAL BANK, N.A.,
	as Administrative Agent, L/C Issuer and
	a Bank

	By:
		W. David McCarver IV
		Senior Vice President

	IBERIABANK

	By:
		Cameron D. Jones
		Vice President

Signature Page to Sixth Amendment

SCHEDULE 1.01

COMMITMENT AMOUNTS
AND AGGREGATE COMMITMENT AMOUNT

Bank	Percentage Share			Commitment Amount		Percentage Share of Letters of Credit under the Letter of Credit Limit
Texas Capital Bank, N.A.		65.78947368	%	$	65,789,473.68		65.78947368	%
IBERIABANK		34.21052632	%	$	34,210,526.32		34.21052632	%
Aggregate Commitment Amount:		100.00000000	%	$	100,000,000.00		100.00000000	%

Schedule 1.01

SCHEDULE 10.02

ADDRESSES FOR NOTICES

ENERJEX RESOURCES, INC.

4040 Broadway, Suite 305

San Antonio, Texas 78209

Attn: Robert G. Watson, Jr., Chief Executive Officer

Telephone: (210) 451-5545

Electronic Mail: robert.watson@blacksableenergy.com

With copy to:

Reicker, Pfau, Pyle & McRoy LLP

1421 State Street, Suite B

Santa Barbara, CA 93101

Attn:	Michael E. Pfau
	Telephone: (805) 966-2440 ext. 444
	Facsimile: (805)966-3320
	Electronic Mail: mpfau@rppmh.com

TEXAS CAPITAL BANK, N.A.

One Riverway, Suite 2100

Houston, Texas 77056

Attn:	W. David McCarver IV
	Telephone: (832) 308-7059
	Facsimile: (832) 308-7042
	Electronic Mail: david.mccarver@texascapitalbank.com

With a copy to:

PORTER HEDGES LLP

1000 Main St., 36 ^th Floor

Houston, Texas 77002

Attn:	Ephraim del Pozo
	Telephone: (713) 226-6660
	Facsimile: (713) 226-6260
	Electronic Mail: edelpozo@porterhedges.com

Schedule 10.02

IBERIABANK

11 E. Greenway Plaza, Suite 2900

Houston, Texas 77046

Attn:	Cameron D. Jones
	Telephone: (713) 624-7726
	Facsimile: (713) 965-0276
	Electronic Mail: Cameron.jones@iberiabank.com

Schedule 10.02

EXHIBIT 31.1

CERTIFICATION

I, Robert G. Watson, Jr. Chief Executive Officer of EnerJex Resources, Inc., certify that:

I have reviewed this Quarterly Report on Form 10-Q of EnerJex Resources, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 13, 2014

/s/ Robert G. Watson, Jr.
Robert G. Watson, Jr.
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION

I, Douglas M. Wright Chief Financial Officer of EnerJex Resources, Inc., certify that:

I have reviewed this Quarterly Report on Form 10-Q of EnerJex Resources, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 13, 2014

/s/ Douglas M. Wright
Douglas M. Wright
Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Watson, Jr., certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of EnerJex Resources, Inc. on Form 10-Q for the quarterly period ended March 31, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EnerJex Resources, Inc.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2014

/s/ Robert G. Watson, Jr.
Robert G. Watson, Jr.
Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Douglas M. Wright, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of EnerJex Resources, Inc. on Form 10-Q for the quarterly period ended March 31, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of EnerJex Resources, Inc.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2014

/s/ Douglas M. Wright
Douglas M. Wright
Chief Financial Officer